Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. Parent and Merger Sub must have caused the following documents to be delivered (or tendered subject only to Closing) to Company: (i) the Escrow Agreement, executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated hereby.

Closing Deliveries. Parent and Merger Sub must have caused the following documents to be delivered (or tendered subject only to Closing) to Company: (i) At the Escrow Mandatory Issuance Closing or any Mandatory Issuance Subsequent Closing, as the case may be, Holdings shall deliver to Purchaser (A) certificates evidencing such number of shares of Common Stock (as calculated in accordance with Section 3(b)(ii) above) (the "Mandatory Issuance Shares"), pursuant to the Mandatory Issuance Notice to which the Mandatory Issuance Closing or such Mandatory Issuance Subsequent Closing relates, in definitive form and registered in the name of Purchaser and/or such assigns permitted pursuant to the Note and in such denominations as Purchaser shall reasonably request, (B) proof of the payment prior to such Mandatory Issuance Closing Date of applicable documentary stamp taxes and any other fees or costs imposed on the issuance of the Mandatory Issuance Shares by any Governmental Agency having jurisdiction over such issuance, (C) an executed signature page of the Subscription Agreement, a form of which is attached hereto as Exhibit A (the "Subscription Agreement") and (D) an executed by Parent;signature page of the Note Assignment, a form of which is attached hereto as Exhibit B (the "Note Assignment"). (ii) At the Exchange Agent Agreement executed by Mandatory Issuance Closing or any Mandatory Issuance Subsequent Closing, as the Exchange Agent case may be, the Company shall deliver to Purchaser (A) an amount in cash equal to the sum of (x) any accrued and Parent;unpaid interest (other than accrued and unpaid interest added to the Invested Principal Amount pursuant Section 2.01 of the Notes) in respect of the Notes assigned pursuant to the Mandatory Issuance Notice delivered to Holdings under Section 3(b)(ii) above, (y) any cash payment in lieu of any fractional share of Common Stock pursuant to Section 3(b)(ii) above, and (z) the Redemption Payment, and (B) a new Note representing the Current Invested Principal Amount, if any. (iii) At the Registration Rights Mandatory Issuance Closing or any Mandatory Issuance Subsequent Closing, as the case may be, Purchaser shall deliver to Holdings (A) an executed signature page of the Subscription Agreement, attached hereto as Exhibit D, (B) an executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as signature page of the Closing DateNote Assignment, executed (C) such number of Notes owned by duly authorized officers of Parent and Merger Sub, certifying Purchaser with an aggregate principal amount equal to the satisfaction of the conditions Conversion Principal Amount as set forth in Sections 7.3(a) the Mandatory Issuance Notice to which the Mandatory Issuance Closing or such Mandatory Issuance Subsequent Closing relates, together with an instrument of transfer reasonably satisfactory to Holdings duly executed by Purchaser, and (b); (viiD) a certificate of the Secretary of Parent certifying and attaching copies of Issuance Purchase Price for the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyMandatory Issuance Shares. Upon such delivery, and certifying subject to Section 3(c) above, Holdings shall receive the incumbency of relevant Notes and all the officers of Parent executing this Agreement and any rights pertaining to a holder thereof other document relating to than the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyExchange Rights.

Closing Deliveries. Parent At the Closing, each party shall make, execute, acknowledge and Merger Sub must have caused deliver the following legal documents and other items (collectively, the “Closing Documents”) necessary to be delivered (or tendered subject only to Closing) to Companycarry out the intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following: (ia) a Contribution and Assumption Agreement substantially in the Escrow Agreement, executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, form attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company ShareholdersC; (ivb) offer letters for the Contributor, a certificate from the Operating Partnership that effective at the Closing the books and records of the Operating Partnership will indicate that the Contributor is the holder of a number of Units equal to the Consideration; (c) an affidavit from the Contributor in substantially the form of Exhibit E attached heretoD, completed appropriately stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and executed that the Contributor is not a foreign person pursuant to section 1445(b)(2) of the Code and a comparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, if any; (d) all title insurance policies, leases, lease files, letters of credit, contracts, stock certificates, original promissory notes held by Parent Holdings or a Participating Entity and other indicia of ownership with respect to Holdings and each Participating Entity that are in the Contributor’s possession or that can be obtained through reasonable efforts in the Contributor’s capacity as indirect owner of any Participating Entity shall be delivered or made available to the Company; (e) a certificate from the Contributor affirming that the representations and warranties made by Parent the Contributor pursuant to each Company employee set forth on Schedule 7.3(d) on this Agreement remain true and correct in all material respects as of the Closing Date; (vf) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyOperating Partnership Agreement; (vig) a certificate, dated lockup agreement in the form attached hereto as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b)Exhibit L; (viih) a certificate Registration Rights Agreement substantially in the form attached hereto as Exhibit E; (i) a Voting Agreement substantially in the form attached hereto as Exhibit H; (j) A Purchase Option with respect to the Excluded Properties substantially in the form attached hereto as Exhibit J; together with reasonable evidence of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving authority in connection with the execution and delivery of such Purchase Option; (k) if requested by the Company, certified copies of all organizational documents for the Contributor, together with certified copies of all appropriate limited liability company actions authorizing the execution, delivery and performance by the Contributor of this Agreement Agreement, any related documents and the consummation Closing Documents; (l) evidence reasonably satisfactory to the Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the transactions contemplated herebyTitle Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (m) any other documents reasonably requested by the Company or the Operating Partnership to assign, transfer, convey, contribute and deliver the Holdings Interests, free and clear of all Encumbrances, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to effectuate the transactions contemplated hereby; and (viiin) a certificate all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Company or the Operating Partnership reasonably believes that it is required to file its organizational documentation or in which the recording of the Secretary of Merger Sub certifying Contribution and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Assumption Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyis required.

Closing Deliveries. Parent and Merger Sub must have caused (a) Except as otherwise indicated below, at the Closing, Seller shall deliver the following documents to be delivered (or tendered subject only to Closing) to CompanyBuyer: (i) each of the Escrow Ancillary Agreements (other than the Novation Agreement, the Pharmacovigilance Agreement and the Quality Agreement) to which Seller or any of its Affiliates is a party, validly executed by Parenta duly authorized representative of Seller or its applicable Affiliate; (ii) a receipt acknowledging receipt of the Exchange Agent Agreement Closing Payment in satisfaction of Buyer’s obligations pursuant to Section 2.3.1(a), validly executed by the Exchange Agent and Parenta duly authorized representative of Seller; (iii) the Registration Rights Agreementtangible Purchased Assets; provided, attached hereto as Exhibit Dthat (A) delivery shall, executed by Parent unless the Parties otherwise mutually agree, be to the locations and all other Persons party thereto except Company Shareholders;on the timeframes set forth in Schedule 2.4.2(a)(iii), and (B) Seller may retain copies of the Purchased Regulatory Documentation and the Purchased Product Records included within the Purchased Assets and the Purchased Contracts (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records containing Purchased Product Records or constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business); and (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, validly executed by a duly authorized officers officer of Parent and Merger SubSeller, certifying the satisfaction that all of the conditions set forth in Sections 7.3(a) Section 6.2.1, Section 6.2.2 and Section 6.2.3 have been satisfied. (b)) At the Closing, Buyer shall deliver the following to Seller: (i) each of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Buyer or any of its Affiliates is a party, validly executed by a duly authorized representative of Buyer or its applicable Affiliate; (viiii) the Closing Payment in accordance with Section 2.3.1 (along with a certificate U.S. Federal Reserve reference or similar number evidencing execution of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebysuch payment); and (viiiiii) a certificate certificate, dated as of the Secretary Closing Date, validly executed by a duly authorized officer of Merger Sub Buyer, certifying and attaching copies that all of the bylaws of Merger Sub, certifying conditions set forth in Section 6.3.1 and attaching all requisite resolutions or actions of Merger Sub’s board of directors Section 6.3.2 have been satisfied. (c) Buyer shall conduct a quality and stockholders approving the execution and delivery of this Agreement and the consummation completeness review of the transactions contemplated herebyPurchased Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, within 30 days after such transfer, shall notify Seller in writing of any problems or issues experienced by Buyer regarding the completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and certifying in good faith believes are related to the incumbency transfer of such Purchased Regulatory Documentation (and not, for example, related to Buyer system capabilities or compatibility). Seller shall use its commercially reasonable efforts to assist Buyer in remedying any such problems or issues (if any) as soon as reasonably practicable following Seller’s receipt of Buyer’s notice of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebysame.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the following documents Closing, the Sellers shall deliver or cause to be delivered to the Purchaser the following (or tendered subject only to Closing) to Company:the “Seller Deliverables”): (i) The duly executed Assignment by the Escrow Agreement, executed by ParentSellers; (ii) The duly executed signature page of the Exchange Agent Registration Rights Agreement executed by for the Exchange Agent and ParentSellers; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, A certificate executed by Parent each Seller to the effect that, except as otherwise stated in such certificate, each of such Seller’s representations and warranties in this Agreement was accurate in all other Persons party thereto except Company Shareholders; (iv) offer letters material respects as of the date of this Agreement and is accurate in substantially the form all material respect as of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (iv) The Amended and Restated NP Operating Agreement executed by each member of NP; (v) The Bogachev Indemnity, executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; and (vi) Such other documents, certifications or evidence of the charter Sellers’ authority reasonably requested by the Purchaser or its counsel, as well as such other documents or instruments contemplated by this Agreement. (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Sellers the following (the “Purchaser Deliverables”): (i) A certificate or certificates representing the shares of the Purchaser Common Stock issuable to the Sellers pursuant to Section 2.2(a), provided, however, that the Purchaser’s delivery shall be subject to compliance with NASDAQ notification rules for insider issuances and all amendments thereto such time as is necessary for AST to issue such certificate(s); (ii) The balance of Parent and Merger Subthe Purchase Price in immediately available funds pursuant to Section 2.2(b); (iii) The duly executed acceptance of the Assignment by the Purchaser; (iv) The duly executed signature page of the Registration Rights Agreement for the Purchaser; (v) A certificate executed by the Purchaser to the effect that, and a certificate of good standing of except as otherwise stated in such certificate, each of Parent the Purchaser’s representations and Merger Sub, warranties in each case duly certified this Agreement was accurate in all material respects as of dated not earlier than the tenth Business Day prior to date of this Agreement and is accurate in all material respects as of the Closing by the Secretaries of State of Tennessee and Georgia, respectivelyDate; (vi) a certificate, dated as of A duly executed counterpart signature page to the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying NP Operating Agreement for the satisfaction of the conditions set forth in Sections 7.3(a) and (b);Purchaser; and (vii) a certificate Such other documents, certifications or evidence of the Secretary of Parent certifying and attaching copies of Purchaser’s authority reasonably requested by the bylaws of ParentSellers or their counsel, certifying and attaching all requisite resolutions as well as such other documents or actions of Parent’s board of directors approving the execution and delivery of instruments contemplated by this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyAgreement.

Closing Deliveries. Parent and Merger Sub must Lender shall have caused received each of the following documents documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Lender and each of which shall, unless otherwise indicated, be delivered (or tendered subject only to Closing) to Companydated the Effective Date: (i) an Amended and Restated Promissory Note payable to the Escrow order of Lender in the amount of the Commitment (as increased pursuant to this Agreement), substantially in the form of Exhibit A attached hereto (the “Amended Note”), duly executed by ParentBorrower; (ii) a copy of the Exchange Agent Agreement executed articles or certificate of incorporation, articles or certificate of organization, or comparable charter documents, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the Exchange Agent sole manager of each such Material Subsidiary) that such copy is true, correct and Parentcomplete on the Effective Date; (iii) a copy of the Registration Rights Agreementoperating agreement or comparable charter document, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholdersamendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the sole manager of each such Material Subsidiary) that such copy is true, correct and complete on the Effective Date; (iv) offer letters in substantially certain certificates and other documents issued by the form appropriate Governmental Authorities of Exhibit E attached hereto, completed appropriately such jurisdictions as Lender has requested relating to the existence of Borrower and executed by Parent each Material Subsidiary and to be delivered by Parent the effect that each such Person is in good standing with respect to each Company employee set forth on Schedule 7.3(d) on the Closing Datepayment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing incumbency of each all Managers of Parent and Merger SubBorrower who will be authorized to execute or attest to any Loan Document, in each case duly certified as dated the Effective Date, executed by an authorized Manager of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyBorrower; (vi) copies of resolutions or comparable authorizations approving this Agreement and the other Loan Documents and authorizing the transactions contemplated by this Agreement and the other Loan Documents (including without limitation the Commitment increase contemplated by this Agreement), duly adopted by the board of managers and, if applicable, members of Borrower accompanied by a certificatecertificate of a Manager of Borrower that such copies are true, dated correct and complete copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the operating agreement or comparable charter documents of Borrower) by the unanimous written consent of the board of managers and, if applicable, members of Borrower, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or rescinded or revoked in any respect, and are in full force and effect as of the Closing Effective Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b);; and (vii) a certificate of the Secretary of Parent certifying such other documents, certificates and attaching copies of the bylaws of Parentinstruments as Lender or its counsel may have reasonably requested (provided that no legal opinions will be required under this Section 4(a)), certifying such documents, certificates and attaching instruments to be satisfactory to Lender or its counsel in all requisite resolutions respects in its or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebytheir reasonable discretion.

Closing Deliveries. Parent and Merger Sub must have caused At Closing, the Parties shall perform the following documents acts and shall deliver or cause to be delivered the following documents, which shall be deemed to have concurrently occurred: (or tendered subject only a) the Purchaser shall subscribe the Shares of the Capital Increase, execute a Shareholders’ Meeting of the Company approving such capital increase, substantially in the form provided in Schedule 4.2(a) hereto, and pay the Primary Purchase Price as described in Section 2.2(a) above in immediately available funds, in accordance with Section 2.3 above; (b) the Purchaser shall pay to Closingthe Sellers the Secondary Purchase Price as described in Section 2.2(b) above, in immediately available funds, in accordance with Section 2.3 above; (c) each of the Sellers shall deliver to the Purchaser a receipt of the portion of the Secondary Purchase Price paid directly to such Sellers, substantially in the form provided in Schedule 4.2(c) hereto; (d) the Sellers shall transfer the Shares of Sellers to the Purchaser by executing the relevant transfer orders in the Share Transfer Registry Book (Livro de Registro de Transferência de Ações Nominativas) of the Company:, duly signed by the Sellers and shall deliver to the Purchaser a copy of the transfer terms; (e) the Sellers shall cause the Company to make the relevant annotations in the Share Registry Book (Livro de Registro de Ações Nominativas) of the Company, reflecting the ownership of the Shares by Purchaser and shall deliver to the Purchaser a copy of the relevant annotation; (f) the Sellers shall deliver to the Purchaser a copy of (1) the relevant transfer order in the Share Transfer Registry Book (Livro de Registro de Transferência de Ações Nominativas) of Rock World, reflecting the transfer of the Shares in Rock World to the Company; and (2) the relevant annotations in the Share Registry Book (Livro de Registro de Ações Nominativas) of Rock World reflecting the ownership of the Shares in Rock World by the Company; (g) the Purchaser and Sellers shall execute the Company Shareholders’ Agreement substantially in the form provided in Schedule 4.2(g) hereto; (h) the Purchaser and Sellers shall hold and cause to be held pursuant to the Shareholders’ Agreement of the Company (1) a Shareholders’ Meeting of the Company and a Shareholders’ Meeting of Rock World substantially in form of Schedules 4.2(h)(1) and 4.2(h)(2) hereto to (i) approve amendment of the by-laws of the Company and Rock World, respectively; (ii) approve election of the members of the Board of Directors of the Company and Rock World; and (2) a Board of Directors’ Meeting of the Company and a Board of Directors’ Meeting of Rock World to approve election of the officers of the Company and Rock World; (i) the Escrow AgreementPurchaser and Sellers shall execute a pledge agreement of the Pledged Interests, executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreementas provided in Section 8.8 below, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters substantially in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d4.2(i) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyherein; and (viiij) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement ▇▇▇▇▇▇▇ and the consummation Company shall execute an employment agreement, substantially in the form of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebySchedule 4.2(j) herein.

Closing Deliveries. Parent and Merger Sub must have caused At the following documents to be delivered (or tendered subject only to Closing) to Company: (a) Seller will deliver to Buyer (i) counterparts of each Ancillary Agreement to which it or one of its Affiliates is a party, duly executed by Seller or the Escrow applicable Affiliate, including the ▇▇▇▇ of Sale for the Purchased Assets, a Special Warranty Deed for each parcel of Owned Real Property, and such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as the parties and their respective counsel shall deem reasonably necessary for the assumption of Assumed Liabilities and vesting in Buyer all of Seller’s right, title and interest in, to and under the Purchased Assets, in accordance with this Agreement, (ii) a receipt for the Purchase Price, (iii) at Seller’s sole cost and expense, the Title Policies; (iv) counterparts of all applicable state forms with respect to Transfer Taxes duly executed by Parent;Seller or the applicable Affiliate; (v) copies of all consents, approvals, waivers and notices obtained from Governmental Entities and third parties, prior to the Closing Date, including customers and suppliers, in connection with the transactions contemplated hereby and (vi) California Form 593-C duly executed by Seller’s applicable Affiliate and showing a full exemption from real estate withholding. (b) Buyer will deliver to Seller (i) counterparts of each Ancillary Agreement to which it is a party, duly executed by Buyer, (ii) the Exchange Agent Agreement executed Closing Payment (less deductions, if any, and withholdings required by applicable Law), by wire transfer of immediately available funds to the Exchange Agent and Parent; account or accounts designated in writing by Seller to Buyer not later than two Business Days prior to the Closing Date, (iii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as the Registration Rights Agreementparties and their respective counsel shall deem reasonably necessary for the assumption of Assumed Liabilities, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form counterparts of Exhibit E attached hereto, completed appropriately and all applicable state forms with respect to Transfer Taxes duly executed by Parent Buyer or the applicable Affiliate; and (c) Each party will deliver to the other such certificates and other documents required to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the it at Closing Date; (v) the charter and all amendments thereto of Parent and Merger Subunder Articles VI or VII, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyapplicable.

Closing Deliveries. Parent and Merger Sub must have caused (a) On or prior to the following documents Closing with respect to the Purchasers listed on Annex A hereto, the Company shall issue, deliver or cause to be delivered to such Purchaser the following (or tendered subject only to Closing) to Company:the “Company Deliverables”): (i) the Escrow this Agreement, duly executed by Parentthe Company; (ii) a legal opinion of Company Counsel dated as of the Exchange Agent Agreement executed by the Exchange Agent Closing Date and Parentaddressed to such Purchasers; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, duly executed by Parent and all other Persons party thereto except Company Shareholdersthe Company; (iv) offer letters a copy of the duly executed Irrevocable Transfer Agent Instructions delivered to and acknowledged in substantially writing by the form Transfer Agent relating to the issuance of Exhibit E attached heretostock certificates, completed appropriately free and executed clear of all restrictive and other legends except as provided in Section 4.1(b) hereof, evidencing the Shares subscribed for by Parent and the Purchasers hereunder, to be registered in the names provided by the Purchasers as set forth in Section 1 of the Subscription Booklet (the “Stock Certificates”) delivered to the Company pursuant to Section 2.2(b)(iii), with the original Stock Certificates to be delivered to the addresses provided by Parent the Purchasers in such Subscription Booklet within six (6) Business Days following the Closing; provided, however that the copy of the Irrevocable Transfer Agent Instructions and all attachments thereto delivered to Purchasers in compliance with this Section 2.2(a)(iv) shall be redacted to exclude the mailing address and tax identification number of each Company employee set forth on Schedule 7.3(d) on the Closing Datesuch Purchaser.; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing the Secretary of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by Company (the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate“Secretary’s Certificate”), dated as of the Closing Date, executed (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized officers committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of Parent the Securities, (b) certifying the current versions of the certificate of incorporation, as amended, and Merger Subbylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E; (vi) a certificate (the “Compliance Certificate”), dated as of the Closing Date and signed by the Company’s Chief Executive Officer or its Chief Financial Officer, certifying to the satisfaction fulfillment of the conditions set forth specified in Sections 7.3(a5.1(a) and (b);) in the form attached hereto as Exhibit F. (vii) a certificate evidencing the formation and good standing of the Company issued by the Secretary of Parent certifying and attaching copies State of the bylaws State of ParentNevada, certifying and attaching all requisite resolutions as of a date within five (5) days of the Closing Date. (b) On or actions of Parent’s board of directors approving prior to the Closing with respect to the Purchasers listed on Annex A hereto, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser by its execution and delivery of this Agreement the Omnibus Signature Page included in the Subscription Booklet; (ii) its Subscription Amount, in United States dollars and the consummation of the transactions contemplated herebyin immediately available funds, and certifying by wire transfer to the incumbency of Escrow maintained by the officers of Parent executing this Agreement and any other document relating Escrow Agent as previously provided to the transactions contemplated herebyPurchasers; and (viiiiii) a certificate of Subscription Booklet that is fully completed and duly executed by the Secretary of Merger Sub certifying and attaching copies of Purchaser in all respects in accordance with the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving instructions set forth in the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebySubscription Booklet.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the following documents Closing, Seller Parties shall deliver, or cause to be delivered (or tendered subject only delivered, to Closing) to CompanyBuyer each of the following: (i) the Escrow Assignment and Assumption Agreement, duly executed by ParentSeller Parties; (ii) the Exchange Agent Agreement Patent Assignment Agreement, duly executed by the Exchange Agent and ParentSeller Parties; (iii) the Registration Rights Clinical Manufacturing and Supply Agreement, attached hereto as Exhibit D, duly executed by Parent and all other Persons party thereto except Company Shareholders;GlaxoSmithKline Trading Services Limited; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee consents set forth on Schedule 7.3(d) on the Closing Date;10.1(e); and (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing Officer’s Certificate of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificateSeller Party, dated as of the Closing Date, signed by a duly authorized officer of each Seller Party, certifying that the conditions specified in Sections 10.1(a) (Accuracy of Representations) and 10.1(b) (Seller Parties’ Performance) have been fulfilled. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller Parties each of the following: (i) Assignment and Assumption Agreement, duly executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b)Buyer; (viiii) a certificate Patent Assignment Agreement, duly executed by Buyer; (iii) Clinical Manufacturing and Supply Agreement, duly executed by Buyer; (iv) Officer’s Certificate, dated as of the Secretary Closing Date, signed by a duly authorized officer of Parent certifying and attaching copies of the bylaws of ParentBuyer, certifying that the conditions specified in Sections 10.2(a) (Accuracy of Representations) and attaching all requisite resolutions or actions of Parent10.2(b) (Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyPerformance) have been fulfilled; and (viiiv) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying by wire transfer to an account specified by Seller Parties no later than [***] prior to the incumbency of Closing Date, in immediately available funds, the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyUpfront Fee.

Closing Deliveries. Parent and Merger Sub must have caused At the following documents Closing, (a) Sellers shall deliver or cause to be delivered to Purchaser the following: (i) An executed copy of the Stockholder Agreement; (ii) An executed copy of an assignment and assumption agreement providing for the assumption of Assumed Liabilities by Purchaser (the “Assignment and Assumption Agreement); (iii) Such bills of sale, certificates of title and other instruments of transfer and conveyance as are reasonably necessary to transfer (or tendered subject only record with any Governmental Authority the transfer of) the Purchased Assets to Purchaser in accordance herewith; (iv) An executed copy of the Transition Services Agreement; (v) An executed copy of the Supply Agreement; (vi) An executed copy of the Intellectual Property License Agreement; (vii) An executed copy of the Sublease; (viii) Subject to Section 1.1(f), executed assignment and assumption agreements, in the form attached hereto as Exhibit G, with respect to each Assumed Real Property Lease (collectively, the “Real Property Lease Assignments”); (ix) Executed stock transfer agreements, asset transfer agreements and/or other instruments of conveyance with respect to the transfer of any portion of the Purchased Assets outside the United States (including, without limitation, Equity Interests in entities organized in jurisdictions outside the United States, in forms reasonably acceptable to Purchaser; it being understood that such agreements and/or other instruments of conveyance are intended solely to formalize such foreign transfers in order to comply with any local Laws pertaining thereto) (“Foreign Transfer Agreements”); (x) Certificates representing the Equity Interests, duly endorsed in blank or accompanied with appropriate stock powers and with all stock transfer Tax stamps affixed if stock, or duly executed assignments of such Equity Interests which are not held in the form of stock, or Sellers shall have taken such other actions as may be necessary under applicable Laws to transfer ownership of such Equity Interests to Purchaser; (xi) A certificate from each Seller, in form and substance reasonably satisfactory to Purchaser, establishing that the transfer of the Purchased Assets is exempt from withholding under Section 1445 of the Code; (xii) Required documentation in connection with Transfer Taxes, if any, including, any valid VAT invoice; (xiii) Resignations of those officers and directors of any Transferred Entity who are not employees of such Transferred Entity which Purchaser shall request in writing before the Closing; (xiv) Books and records of the Transferred Entities, including for each, the corporate minute book, seal (where applicable) and stock ledger book; and (xv) an executed copy of a termination notice in substantially the form attached hereto as Schedule 2.3(a)(xv) given by Honeywell Deutschland GmbH to CompanyHCS Germany with regard to the domination and profit transfer agreement (Beherrschungs-und Gewinnabführungsvertrag) in place between such parties, including a confirmation of receipt of such notice by HCS Germany. (b) Purchaser shall deliver to Sellers the following: (i) the Escrow Agreement, executed by ParentCash Consideration pursuant to Section 1.6; (ii) Certificates representing the Exchange Agent Agreement executed by Stock Consideration registered in the Exchange Agent and Parentname of Honeywell (or one or more of its designated Affiliates), which certificate(s) may be legended as provided in the Stockholder Agreement; (iii) Executed copies of the Registration Rights Stockholder Agreement, attached hereto as Exhibit Dthe Assignment and Assumption Agreement, executed by Parent the Transition Services Agreement, the Supply Agreement, the Intellectual Property License Agreement, the Real Property Lease Assignments, and all other Persons party thereto except Company Shareholders;the Sublease (iv) offer letters in substantially An opinion of counsel as to the form valid issuance of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing DateStock Consideration; (v) Required documentation in connection with Transfer Taxes, if any, including but not limited to completed resale certificates for each state in which Inventory transferred pursuant to this Agreement is located for purposes of the charter respective state’s sales and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively;use taxes; and (vi) a certificate, dated All such other documents and instruments of assumption as of shall be reasonably necessary for Purchaser to assume the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth Assumed Liabilities in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyaccordance herewith.

Closing Deliveries. Parent At the Closing, each Party shall make, execute, acknowledge and Merger Sub must have caused the following documents deliver, or cause to be made, executed, acknowledged and delivered through the Attorney-in-Fact, the legal documents and other items (or tendered subject only collectively, the “Closing Documents”) necessary to Closing) to Companycarry out the intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following: (ia) for Meruelo Trust, one or more stock certificates registered in the Escrow Agreement, executed by Parentname of Meruelo Trust evidencing the issuance of the Merger Consideration; (iib) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters an affidavit from Meruelo Trust in substantially the form of Exhibit E attached heretoB, completed appropriately stating, under penalty of perjury, Meruelo Trust’s United States Taxpayer Identification Number and executed that Meruelo Trust is not a foreign person pursuant to Section 1445(b)(2) of the Code and a comparable affidavit satisfying California and any other state withholding requirements; (c) all title insurance policies, leases, lease files, contracts, stock certificates, original promissory notes held by Parent the Meruelo Entities and other indicia of ownership with respect to S Corp that are in the Meruelo Entities’ possession or that can be obtained through reasonable efforts, and in the case of Meruelo Trust, in its capacity as a shareholder of S Corp; (d) a certificate from Meruelo Trust affirming that the representations and warranties made by Meruelo Trust pursuant to this Agreement remain true and correct as of the Closing Date and that all obligations to be delivered performed by Parent to each Company employee set forth of the Meruelo Entities under this Agreement have been performed by each of each of the Meruelo Entities on Schedule 7.3(d) on or before the Closing Date; (ve) if requested by the charter Company, certified copies of all appropriate organizational documents for each Meruelo Entity, together with certified trust or corporate actions authorizing the execution, delivery and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of performance by each of Parent the Meruelo Entities of this Agreement, any related documents and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyDocuments; (vif) evidence reasonably satisfactory to the Company that the lender of any borrowed money secured by a certificatemortgage or deed of trust disclosed in the Title Reports, dated other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (g) an opinion letter from DLA Piper US LLP addressed to the S Corp and to the Company concluding that the Merger qualifies as a reorganization under Section 368 of the Code; (h) any other documents reasonably requested by the Company to assign, transfer, convey, contribute and deliver the Participating Entity Interests, free and clear of all Encumbrances, and effectuate the transactions contemplated hereby, including, without limitation, any documents necessary to enable the Title Insurance Company to issue the Title Policies as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viiii) a certificate all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Company or the Operating Partnership is required to file its organizational documentation or in which the recording of the Secretary of Merger Sub certifying Contribution and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Assumption Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyis required.

Closing Deliveries. Parent and Merger Sub must have caused (a) At or before Closing, Contributor shall deliver, or cause to be delivered, to Company the following items for each Property, if applicable: (i) a Rent Roll dated as of five (5) days of the date hereof. (ii) an executed and acknowledged counterpart of that certain Tax Protection Agreement substantially in the form attached hereto as Exhibit “A” (“Tax Protection Agreement”), dated the date hereof; (iii) executed and acknowledged counterparts of those certain management agreements substantially in the form attached hereto as Exhibit “B” (collectively, the “Management Agreement”), dated the date hereof; (iv) an executed and acknowledged counterpart of that certain OP Unit Purchase Agreement substantially in the form attached hereto as Exhibit “C” (the “OP Unit Purchase Agreement”); (v) executed and acknowledged counterparts of the Accredited Investor Questionnaire in the form attached hereto as Exhibit “D”; (vi) documents to be delivered (or tendered subject only to Closing) conveying all of Contributor’s interest in each of the Entities to Company; and (vii) such other documents as may be specifically required under this Agreement, and such other customary documents as shall be necessary and appropriate to effect the Closing. (b) At or before Closing, Company shall deliver to Contributor the following items for each Property, if applicable: (i) the Escrow Agreement, executed by ParentContribution Consideration; (ii) a duly executed counterpart of such disclosures and reports as are required of Company by applicable state and local law in connection with the Exchange Agent Agreement executed by conveyance of the Exchange Agent and ParentProperty; (iii) the Registration Rights Tax Protection Agreement, attached hereto as Exhibit D, executed by Parent Company and all other Persons party thereto except Company Shareholdersthe REIT; (iv) offer letters in substantially duly executed counterparts of the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing DateManagement Agreement; (v) an executed and acknowledged counterpart of the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyOP Unit Purchase Agreement; (vi) a certificate, dated as an assumption of the Closing Date, executed Existing Loans in the form or forms required by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b);Existing Lenders; and (vii) a certificate such other documents as may be specifically required under this Agreement, and such other customary documents as shall be necessary and appropriate to effect the Closing. (c) If not previously provided to Company, Contributor shall deliver to Company originals of the Secretary of Parent certifying Leases (if originals are in Contributor’s possession or control) promptly following the Closing Date. (d) The form documents attached as exhibits to this Agreement are deemed acceptable to Company and attaching copies Contributor. Company and Contributor shall each deposit such other instruments as are reasonably required to consummate the contribution of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving Properties in accordance with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyterms hereof.

Closing Deliveries. Parent (a) At the Closing, Purchaser and Merger Sub must have caused each other Investor will deliver, or execute and deliver as applicable, to the following documents to be delivered (or tendered subject only to Closing) to Company: (i) the Escrow Agreement, executed by ParentExit Loan Facility Agreements to which such Investor is a party; (ii) the Exchange Agent Agreement executed Purchase Shares Purchase Price by wire transfer of immediately available funds to the account designated by the Exchange Agent Company at least two business days prior to the Closing Date; and (iii) the initial advances and Parentthe initial letters of credit contemplated by the Exit Loan Facility and the Restructuring. The Purchase Shares Purchase Price and the initial advances to be made under the Exit Loan Facility may be paid in part from the release to the Company of the Purchaser's ▇▇▇▇▇▇▇ money deposit (together with earnings thereon) made pursuant to Section 1.2 hereof. (b) At the Closing, the Company, and to the extent applicable, its Subsidiaries, will deliver, or execute and deliver as applicable, to Purchaser and the other Investors: (i) the Exit Loan Facility Agreements; (ii) the Registration Rights Agreement; (iii) one or more certificates representing the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent Investors' allocable portion of the Purchase Shares free and all other Persons party thereto except Company Shareholdersclear of any Liens; (iv) offer letters the officers' certificates referenced in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing DateSection 5.1(c); (v) such other documentation as Purchaser may reasonably request evidencing that all conditions to the charter and all amendments thereto Closing contained in Section 5.1 hereof have been satisfied or waived, including without limitation the exclusion of Parent and Merger Sub, and a certificate any Excluded Assets from the assets of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyReorganized PSC; (vi) a certificate, dated as certified copies of the Closing DateU.S. Bankruptcy Court Confirmation Order, executed by duly authorized officers of Parent and Merger Subto the extent required, certifying the satisfaction comparable order of the conditions set forth Canadian Court, and any other relevant orders of the U.S. Bankruptcy Court or the Canadian Court in Sections 7.3(a) and (b)connection with the Restructuring; (vii) a certificate all other documents, certificates, instruments or writings reasonably requested by Purchaser in connection herewith (together with the documents referred to above and the notes issuable pursuant to the Restructuring as described in Exhibit A, the "Ancillary Documents"). (c) At the Closing, the Company will deliver to Purchaser one or more certificates representing the Exit Loan Commitment Shares free and clear of any Liens. (d) At the Closing, the Company and its Subsidiaries will repay all amounts due under the Icahn DIP Facility and the Icahn DIP Approval Order from the proceeds of the Secretary of Parent certifying Exit Loan Facility or such other sources as the Company may determine. (e) At the Closing, the Company and attaching copies of its Subsidiaries shall make such other distributions to their creditors as are contemplated by the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement Bankruptcy Plan and the consummation terms and conditions set forth on Exhibit A. (f) Certificates for shares of capital stock to be delivered by the transactions contemplated hereby, and certifying Company hereunder shall be made to the incumbency of applicable Investor or the officers of Parent executing this Agreement and any other document relating nominee or designee as such Investor shall specify to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying Company prior to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyClosing.

Closing Deliveries. Parent and Merger Sub must have caused the following documents to be delivered (or tendered subject only to Closing) to Company: (i) At the Escrow AgreementClosing, executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights AgreementPurchaser shall deliver, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and or cause to be delivered by Parent delivered, to each Company employee set forth on Schedule 7.3(d) on Aradigm the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificatefollowing, dated as of the date of this Agreement and, where relevant, executed for and on behalf of Purchaser by a duly authorized officer thereof: (1) any and all instruments, certificates and agreements as Aradigm may reasonably request in order to effectively make Purchaser responsible for all Assumed Liabilities pursuant hereto to the fullest extent permitted by applicable law; (2) Purchaser shall have provided Aradigm with evidence demonstrating that Purchaser has obtained at least $15 million in equity financing; (3) Purchaser shall have paid to Aradigm, by wire transfer, $4,000,000 in cash; (4) Purchaser shall have reimbursed Aradigm for all documented expenses actually incurred by Aradigm from July 1, 2006 through the Closing Date, executed that were pre-approved in writing by duly authorized officers of Parent and Merger SubPurchaser, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b)up to $515,036; (vii5) Each of ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall have provided Aradigm with a certificate release of all claims over or rights to any severance payments relating to their cessation of services to Aradigm, in a form that is reasonably acceptable to Aradigm and including mutually agreed consideration for such releases; and (6) the Transitional Services Agreement. (ii) At the Closing, Aradigm shall deliver, or cause to be delivered, to Purchaser the following, dated as of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery date of this Agreement and executed for and on behalf of Aradigm by a duly authorized officer thereof: (1) a general assignment and ▇▇▇▇ of sale with respect to the consummation Assigned Assets in the form attached hereto as Exhibit F; (2) one or more instruments of assignment and assumption, in customary form and substance reasonably satisfactory to Purchaser and Aradigm and their respective counsel; (3) an instrument of assignment of the transactions contemplated herebyTransferred Patents, and certifying to the incumbency of the officers of Parent executing this Agreement Transferred Trademarks, and any other document relating Registered Intellectual Property Rights included in the Assigned Assets, in customary form and substance reasonably satisfactory to Purchaser and Aradigm and their respective counsel; (4) any and all required third party consents including those consents necessary for the valid assignment and transfer of the Transferred Contracts; (5) any and all other instruments, certificates and agreements as Purchaser may reasonably request in order to effectively transfer to Purchaser all of the Assigned Assets pursuant hereto and to the transactions contemplated herebyTransfer Plan to the fullest extent permitted by applicable law; and (viii6) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyTransitional Services Agreement.

Closing Deliveries. Parent and Merger Sub must have caused At the following documents Closing, the parties shall deliver or cause to be delivered the following: (or tendered subject only a) The Contributor shall deliver to Closing) to Companythe Company the following: (i) a copy of the Escrow Contribution and Assumption Agreement, duly executed by Parentthe Contributor; (ii) an affidavit from the Exchange Agent Agreement Contributor substantially in the form attached hereto as Exhibit F, duly executed by the Exchange Agent and ParentContributor; (iii) a copy of the Registration Rights Agreement, Agreement substantially in the form attached hereto as Exhibit DG (the “Registration Rights Agreement”), duly executed by Parent and all other Persons party thereto except Company Shareholdersthe Contributor; (iv) offer letters a copy of the Stockholders Agreement substantially in substantially the form of attached hereto as Exhibit E attached heretoH (the “Stockholders Agreement”), completed appropriately and duly executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing DateContributor; (v) any other documents that are in the charter and all amendments thereto possession of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing Contributor or which can be obtained through the Contributor’s reasonable efforts which are reasonably requested by the Secretaries of State of Tennessee Company or reasonably necessary or desirable to assign, transfer, convey, contribute and Georgia, respectively; (vi) a certificate, dated as of deliver the Closing Date, executed by duly authorized officers of Parent Column Interest and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to effectuate the transactions contemplated hereby; and (viiivi) a certificate certification regarding the accuracy in all material respects of the Secretary of Merger Sub certifying representations and attaching copies warranties of the bylaws Contributor contained in this Agreement as of Merger Sub, certifying and attaching all requisite resolutions the Closing Date. (b) The Company shall deliver to the Contributor the following: (i) the Share Certificates or actions evidence of Merger Sub’s board of directors and stockholders approving the execution and delivery of uncertificated Common Shares by book-entry and/or other evidence of the transfer of Common Shares to the Contributor; (ii) a copy of the Contribution and Assumption Agreement, duly executed by the Company; (iii) a copy of the Registration Rights Agreement, duly executed by the Company; (iv) a copy of the Stockholders Agreement, duly executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and (v) a certification regarding the accuracy in all material respects of the representations and warranties of the Company contained in this Agreement and the consummation as of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyClosing Date.

Closing Deliveries. Parent and Merger Sub must have caused (a) On the following documents Closing Date, Seller shall deliver, or cause to be delivered (or tendered subject only delivered, to Closing) to CompanyBuyer the following: (i) a duly executed instrument of transfer with respect to the Escrow Agreement, executed by ParentMembership Interests; (ii) the Exchange Agent Agreement executed by written resignations of each manager and officer of each of the Exchange Agent and Parent; (iii) the Registration Rights Agreement, attached hereto Acquired Entities as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters Buyer shall direct in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and writing to be delivered by Parent Seller at least five days prior to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (viii) a duly completed and executed certification from Seller certifying that Seller is not a foreign person within the charter and all amendments thereto meaning of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyCode Section 1445; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (viiiv) a certificate of the Secretary secretary or an assistant secretary (or equivalent officer) of Parent Seller certifying that attached thereto are true and attaching complete copies of all resolutions adopted by the bylaws managers of ParentSeller authorizing the execution, certifying delivery and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, and certifying to that all such resolutions are in full force and effect and are all the incumbency of the officers of Parent executing this Agreement and any other document relating to resolutions adopted in connection with the transactions contemplated hereby; and; (viiiv) a certificate of the secretary or an assistant secretary (or equivalent officer) of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the other documents to be delivered hereunder; (vi) for each of Seller and the Acquired Entities, a certificate of good standing from the Secretary of Merger Sub State of the State of Delaware, as of a date not earlier than 10 days prior to the Closing Date; (vii) non-competition agreements, each in substantially the form attached hereto as Exhibit B (the “Noncompetition Agreement”), by and among Buyer, on the one hand, and Seller and each of ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, respectively, on the other hand; (viii) the Payoff Letter (including the lien releases referenced therein); and (ix) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to ARTICLE VI of this Agreement. (b) On the Closing Date, in addition to the payments to be made pursuant to Section 1.3 hereof, Buyer shall deliver, or cause to be delivered, to Seller the following: (i) a certificate of the secretary or an assistant secretary (or equivalent officer) of Buyer certifying that attached thereto are true and attaching complete copies of all resolutions adopted by the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors of Buyer authorizing the execution, delivery and stockholders approving the execution and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (ii) a certificate of the secretary or an assistant secretary (or equivalent officer) of Buyer certifying to the incumbency names and signatures of the officers of Merger Sub executing Buyer authorized to sign this Agreement and any the other document relating documents to be delivered hereunder; (iii) a certificate of good standing (or comparable certificate) from the appropriate Governmental Authority of the jurisdiction in which Buyer is organized, as of a date not earlier than 10 days prior to the transactions contemplated herebyClosing Date; (iv) evidence reasonably satisfactory to Seller that Buyer has obtained a buyer-side representations and warranties insurance policy (the “R&W Policy”), solely for the benefit of Buyer, with a retention amount of not more than 1.0% of the Purchase Price with no Seller indemnitee and a policy limit of not less than $25,000,000, on terms reasonably acceptable to Buyer, which R&W Policy shall be in full force and effect at the Closing and shall provide, at a minimum, coverage for breaches of the Fundamental Representations for a period of six years; (v) releases, each in substantially the form attached hereto as Exhibit C in favor of each resigning officer and manager of each of the Acquired Entities; (vi) duly executed counterparts of each Noncompetition Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to ARTICLE VI of this Agreement.

Closing Deliveries. Parent Subject to the terms and Merger Sub must have caused conditions hereof, at the following Closing: (a) the Seller shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer to the Buyer, or with separate stock powers attached thereto duly endorsed for transfer to the Buyer; (b) the Buyer shall deliver to the Seller the Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Seller in writing prior to the Closing; (c) the Buyer shall deliver to the Seller a certificate representing the number of shares of Buyer Common Stock to be issued by the Buyer to the Seller at the Closing; (d) the closing certificates and other documents required to be delivered (or tendered subject only pursuant to Closing) to Company: (i) the Escrow Agreement, executed by Parentthis Agreement will be exchanged; (iie) the Exchange Agent Agreement executed by Seller shall deliver to the Exchange Agent and Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form Buyer copies of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as resolutions of the Closing Date, executed Seller and Berwind certified by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying the Seller and attaching copies of Berwind, respectively, authorizing the bylaws of Parentexecution, certifying delivery and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, and certifying ; (f) the Buyer shall deliver to the incumbency Seller copies of resolutions of the officers Board of Parent executing Directors of the Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and any other document relating to the transactions contemplated hereby; and (viiig) a certificate the Seller shall deliver to the Buyer documents evidencing the termination of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution agreements and delivery of this Agreement documents described in Section 3.2(h) and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated hereby(i).

Closing Deliveries. Parent and Merger Sub must have caused (a) At the following documents Closing, Seller shall deliver or cause to be delivered (or tendered subject only to Closing) to CompanyPurchaser: (i) one or more certificate(s) representing the Escrow AgreementShares, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form reasonably satisfactory to Purchaser for transfer on the books of GNLV and GNL (with any requisite transfer Tax stamps attached by ParentSeller); (ii) an executed receipt for the Exchange Agent Agreement executed by the Exchange Agent and ParentClosing Date Purchase Price; (iii) copies of the Registration Rights AgreementArticles of Incorporation (in the case of GNELLC, attached hereto its Articles of Organization) of each of the MGM Acquired Entities, certified as Exhibit D, executed of a date within three Business Days of the Closing Date by Parent and all other Persons party thereto except Company Shareholdersthe Secretary of State of the State of Nevada; (iv) offer letters a copy, certified by the Secretary of (A) each of the MGM Parties, of the resolutions of its Board of Directors or Executive Committee thereof (in substantially the form case of Exhibit E attached heretoGNELLC, completed appropriately its Board of Managers) authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, and in each case such resolutions shall be in full force and effect and not revoked and (B) each of the MGM Acquired Entities, of its Bylaws (in the case of GNELLC, the GNELLC Operating Agreement); (v) a duly executed certificate of the President of each of the MGM Parties pursuant to Section 6.3(c); (vi) a good standing certificate (or its equivalent) for each of the MGM Acquired Entities issued by Parent the Secretary of State of the State of Nevada and of such other applicable jurisdictions where any of the MGM Acquired Entities are qualified or licensed to be delivered by Parent do business or own, lease or operate property making such qualification or licensing necessary, dated as of a date within three Business Days prior to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (vvii) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of bring down good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, of each of the certificates delivered pursuant to Section 2.3(a)(vi), or a verbal confirmation from the Secretary of State of the applicable jurisdiction on the Closing Date with respect to such good standing; (viii) the original stock and corporate minutes books (or their equivalent) of each of the MGM Acquired Entities, except for the GNLV stock and corporate minute books for the years 1974-1988; (ix) duly executed resignations effective as of the Closing Date from such directors, officers and managers of the MGM Acquired Entities and FSELLC (in the case of any appointees of the MGM Acquired Entities to the FSELLC Board of Managers) as Purchaser shall have requested in writing not less than two Business Days prior to the Closing Date; (x) an opinion from Seller’s outside counsel in form and substance reasonably satisfactory to Purchaser and its outside counsel addressing reasonable and customary matters for this type of transaction; (xi) duly executed copies of the consents required to be obtained by the MGM Parties pursuant to Section 5.8; (xii) duly executed copies of the bills of sale evidencing the Slot Machine Transfer; (xiii) a duly executed copy of the ▇▇▇▇ of sale evidencing the Nuggets Transfer; (xiv) a duly executed copy of the ▇▇▇▇ of sale evidencing the Artwork Transfer; (xv) duly executed copies of documentation evidencing the Amendment of Indemnification Contracts; (xvi) duly executed copies of documentation evidencing the Termination of Affiliate Contracts; (xvii) evidence in form and substance satisfactory to Purchaser that the Release of Encumbrances occurs at the Closing, including without limitation, the delivery of Uniform Commercial Code financing UCC-3 collateral change statements, discharges, executed releases to be filed with the United States Patent and Trademark Office and the United States Copyright Office with respect to Intellectual Property or other appropriate termination statements, recordings and other actions Purchaser deems necessary or advisable; (xviii) evidence in form and substance satisfactory to Purchaser that the Release of Guaranties occurs at the Closing; (xix) results of a recent search, by a Person satisfactory to the Purchaser, of all effective Uniform Commercial Code financing statements and fixture filings and all judgment and Tax lien filings that may have been made with respect to the Shares, the GNELLC Interest, the FSELLC Interest and any assets or properties of the MGM Acquired Entities, together with copies of all such filings disclosed by such search; (xx) an executed counterpart of the Transitional Services Agreement; (xxi) FIRPTA certificates in form and substance reasonably satisfactory to Purchaser; (xxii) duly executed copies of the assignment and license agreements as required by Section 5.14(d), including evidence of the filing of all assignments with the United States Patent and Trademark Office, United States Copyright Office and any applicable domain name registries and any other documents executed by Parent or its Affiliates conveying the MGM Acquired Entities Owned Intellectual Property and the right to Use the Used Intellectual Property to Purchaser; (xxiii) a duly authorized officers of Parent and Merger Sub, certifying the satisfaction executed copy of the conditions set forth contribution agreement evidencing the Government Treasury Strips Transfer; (xxiv) duly executed copies of the consents required to be obtained by the MGM Parties pursuant to Section 5.27; and (xxv) all other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents, agreements, instruments, writings and certificates as Purchaser may reasonably request to effect the transactions contemplated by this Agreement, in Sections 7.3(a) form and substance reasonably satisfactory to Purchaser. (b)) At the Closing, the Purchaser shall deliver or cause to be delivered to Seller: (i) the Closing Date Purchase Price (less the Seller Financing) in immediately available funds by wire transfer to an account designated by Seller in writing to Purchaser with such notice being provided to Purchaser no less than five Business Days prior to the Closing Date; (ii) an executed receipt for delivery of the Shares; (iii) the executed Seller Note; (iv) the executed Poster Guaranty; (v) the executed stock pledge agreement relating to the shares of PB Gaming owned by ▇▇▇▇▇▇▇ Poster and the stock certificate(s) evidencing such shares accompanied by stock power(s) duly executed in blank; (vi) copies of the principal transaction documents relating to the Financing; (vii) a certificate copy of the Poster Note; (viii) a copy of the Articles of Incorporation of PB Gaming, certified as of a date within three Business Days of the Closing Date by the Secretary of Parent certifying and attaching copies State of the bylaws State of ParentNevada; (ix) a copy, certifying and attaching all requisite certified by the Secretary of PB Gaming of its Bylaws; (x) an executed receipt for the Shares; (xi) a copy, certified by the Secretary of Purchaser, of the resolutions or actions of ParentPurchaser’s board of directors approving authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, which resolutions shall be in full force and effect and not revoked; (xii) a duly executed certificate of the President of Purchaser pursuant to Section 6.2(c); (xiii) a good standing certificate of each of Purchaser and PB Gaming issued by the Secretary of State of the State of Nevada, dated as of a date within three Business Days prior to the Closing Date; (xiv) a bring down good standing certificate, dated as of the Closing Date, of the certificate delivered pursuant to Section 2.3(b)(xiii), or a verbal confirmation from the Secretary of State of the State of Nevada on the Closing Date with respect to such good standing; (xv) an opinion from Purchaser’s outside counsel in form and substance reasonably satisfactory to Seller and its outside counsel addressing reasonable and customary matters for this type of transaction; (xvi) copies of Gaming Licenses required to be obtained by Purchaser or any of its directors, officers, employees, stockholders and Affiliates in connection with the consummation of the transactions contemplated hereby, and certifying to the incumbency by this Agreement; (xvii) an executed counterpart of the officers Transitional Services Agreement; (xviii) a duly executed copy of the solvency certificate from the Chief Financial Officer of the Purchaser in connection with paragraph (i) of the Commitment Letter; provided that Parent executing this Agreement and Seller as a condition to delivery hereby expressly disclaim and waive any other document relating to reliance on the transactions contemplated herebyinformation contained in the solvency certificate; and (viiixix) a certificate of the Secretary of Merger Sub certifying all other previously undelivered documents, agreements, instruments, writings and attaching copies of the bylaws of Merger Subcertificates, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors such other documents, agreements, instruments, writings and stockholders approving the execution and delivery of this Agreement and the consummation of certificates as Seller may reasonably request to effect the transactions contemplated herebyby this Agreement, in form and certifying substance reasonably satisfactory to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebySeller.

Closing Deliveries. Parent and Merger Sub must have caused (i) At or prior to the following documents applicable Closing, each Subscriber participating in such Closing shall deliver to be delivered (or tendered subject only to Closing) to the Company: (iA) a duly executed copy of this Agreement together with the Escrow Agreementduly executed Investor Questionnaire in the form attached hereto as Exhibit A, executed by Parentcompleted to the satisfaction of the Company; (iiB) the Exchange Agent Agreement executed Subscription Amount in the manner prescribed by the Exchange Agent and Parent;Section 1.2 hereto; and (iiiC) a duly executed counterpart signature page to the Registration Rights Agreement, in the form attached hereto as Exhibit [D, executed by Parent and all other Persons party thereto except Company Shareholders;] (the “Registration Rights Agreement”). (ivii) offer letters in substantially At the form final Closing, the Company shall deliver to the Placement Agent the legal opinion of Exhibit E attached hereto, completed appropriately and executed by Parent and counsel to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificateCompany, dated as of the initial Closing Datedate, in form and substance reasonably satisfactory to counsel for the Placement Agent. (iii) At or prior to the applicable Closing, the Company shall deliver to the Subscribers: (A) fully executed Notes for the Subscription Amount and on the last closing fully executed Warrants, against payment therefor; (B) at the final closing a duly executed Officer’s Certificate certifying (A) the Company has performed in all material respects all obligations required to be performed by duly authorized officers of Parent it at or prior to or contemporaneously with the closing under this Agreement, and Merger Sub, certifying (B) the satisfaction representations and warranties of the conditions Company set forth in Sections 7.3(a) Section 2.1 herein were true and (b); (vii) a certificate correct in all material respects as of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery date of this Agreement and are true and correct in all material respects as of the applicable Closing; and (C) at the final closing a duly executed Secretary’s Certificate certifying (A) the resolutions of the Company’s Board of Directors approving (i) this Agreement, the Registration Rights Agreement, the Notes, the Warrants, the PA Warrants, and each of the other agreements and documents entered into or delivered by the parties hereto in connection with the transactions contemplated hereby or thereby (the “Transaction Documents”) and (ii) the consummation of the transactions contemplated herebyhereby and thereby. (iv) At each Closing, and certifying the Company shall deliver to the incumbency Placement Agent the applicable cash Commission and at the final closing the PA Warrants dated as of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; andfinal Closing date. (viiiv) a certificate At or before the final Closing of the Secretary of Merger Sub certifying and attaching copies Offering, the Company shall deliver to each of the bylaws of Merger SubSubscribers in the Offering, certifying a fully executed and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation compiled copy of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyRegistration Rights Agreement.

Closing Deliveries. Parent and Merger Sub must have caused At the following documents to be delivered (or tendered subject only to Closing) to Company: (ia) The Operating LLC shall deliver to ▇▇. ▇▇▇▇▇ written evidence that the Escrow Agreement▇▇▇▇▇ LLC Units have been issued by the Operating LLC to ▇▇. ▇▇▇▇▇ and registered on the books and records of the Operating LLC, executed by Parentfree and clear of any Encumbrances; (iib) The Operating LLC shall deliver to the Exchange Agent Agreement executed DGC Trust written evidence that the Trust LLC Units have been issued by the Exchange Agent Operating LLC to the DGC Trust and Parentregistered on the books and records of the Operating LLC, free and clear of any Encumbrances; (iiic) Parent shall deliver to ▇▇. ▇▇▇▇▇ a stock certificate evidencing the Registration Rights Agreement, attached hereto as Exhibit D, executed issuance of the ▇▇▇▇▇ Series F Shares by Parent to ▇▇. ▇▇▇▇▇, free and all other Persons party thereto except Company Shareholdersclear of any Encumbrances; (ivd) offer letters in substantially Parent shall deliver to the form DGC Trust a stock certificate evidencing the issuance of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered the Trust Series F Shares by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing DateDGC Trust, free and clear of any Encumbrances; (ve) ▇▇. ▇▇▇▇▇ shall deliver to the charter and all amendments thereto of Parent and Merger SubOperating LLC (or, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than at the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as direction of the Closing DateOperating LLC, to IMXI’s stock transfer agent) all stock certificates evidencing the ▇▇▇▇▇ IMXI Shares, free and clear of any Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed by duly authorized officers of Parent in blank and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching with all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyrequired stock transfer tax stamps affixed; and (viiif) a certificate The DGC Trust shall deliver to the Operating LLC (or, at the direction of the Secretary Operating LLC, to IMXI’s stock transfer agent) all stock certificates evidencing the Trust IMXI Shares, free and clear of Merger Sub certifying any Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank and attaching copies of the bylaws of Merger Sub, certifying and attaching with all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyrequired stock transfer tax stamps affixed.

Closing Deliveries. Parent On or prior to the Closing Date, the parties shall execute and Merger Sub must have caused deliver, or cause to be executed and delivered, all of the following documents and instruments reasonably required to be delivered effectuate, consummate and implement the terms and conditions of this Agreement (or tendered subject only to Closing) to Company:the “Closing Documents”): (ia) the Escrow Agreement, A separate ▇▇▇▇ of Sale executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent Seller sufficient to transfer and Parent; (iii) the Registration Rights Agreementassign to Purchaser all of Seller’s right, attached hereto as Exhibit Dtitle and interest in and to its Assets, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date“C”; (vb) the charter and all amendments thereto A separate Assignment of Parent and Merger Sub, and Lease executed by Seller that is a certificate of good standing of each of Parent and Merger Subparty to a Real Property Lease, in each case duly certified substantially the form of Exhibit “D” or in such other form as may be reasonably acceptable to the Purchaser (the Lease has a form of dated not earlier than assignment attached as an exhibit), sufficient to transfer Seller’s right, title and interest in and to the tenth Business Day prior Real Property Lease to Closing by which it is a party and Leasehold Improvements thereon. (c) An assumption agreement pursuant to which Purchaser shall assume the Secretaries Assumed Liabilities (the “Assumption Agreement”) in substantially the form of State of Tennessee and Georgia, respectivelyExhibit “H”; (vid) a certificateA compliance certificate executed by the appropriate officer of Seller in accordance with Section 7.6(a) and by Purchaser in accordance with Section 8.3(a) of this Agreement. (e) Queyrouze shall have executed and delivered to the Purchaser non-competition agreements in substantially the form attached hereto as Exhibit “E” relating, respectively to (i) Washington, and (ii) Oregon. (f) A legal opinion of Seller’s counsel and counsel retained by Seller in the jurisdiction of Washington upon which Seller’s counsel bases his opinion, retained at Seller’s sole cost and expense, dated as of the Closing Date, executed by duly authorized officers of Parent in form and Merger Subsubstance mutually and reasonably acceptable to the Purchaser and the Seller, certifying which will opine as to the satisfaction following: (i) organization and valid existence; (ii) foreign qualifications; (iii) power and authority; (iv) due authorization execution and delivery; (v) any conflicts with Seller’s organizational documents or local laws; (iv) the form of the conditions set forth in Sections 7.3(a) and (b); assignment; (vii) a certificate the enforceability of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyassignment against Seller; and (viii) a certificate enforceability of the Secretary Closing Documents against Seller; and (ix) no undisclosed litigation. The costs of Merger Sub certifying and attaching copies any opinions of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying counsel obtained by Purchaser shall be borne by Seller to the incumbency extent that the cost of such legal opinion(s) does not exceed Five Thousand ($5,000) Dollars. To the officers extent that the cost of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebysuch opinion(s) exceed Five Thousand ($5,000) Dollars said cost shall be borne by Purchaser.

Closing Deliveries. Parent and Merger Sub must have caused (a) On or prior to the following documents Closing with respect to the Purchasers listed on Annex A hereto the Company shall issue, deliver or cause to be delivered to each such Purchaser the following (or tendered subject only to Closing) to Company:the “Company Deliverables”): (i) the Escrow this Agreement, duly executed by Parentthe Company; (ii) unless alternative arrangements are agreed to with a particular Purchaser, facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends except as provided in Section 4.1(b) hereof, evidencing the Exchange Agent Agreement Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto (the “Stock Certificates”), with the original Stock Certificates delivered within three (3) Business Days of Closing; (iii) a Warrant, executed by the Exchange Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to 100% of the number of Shares purchased by such Purchaser on the Closing Date, on the terms set forth therein; (iv) the Registration Rights Agreement, duly executed by the Company; (v) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (vi) a certificate of the Company (the “Officer’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and Parentthe other Transaction Documents and the issuance of the Securities and the reservation for issuance of the Warrant Shares, (b) certifying the current versions of the Certificate of Incorporation, as amended, and bylaws of the Company (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E and (d) certifying good standing certificates with respect to the Company and its Subsidiary World Hearts Inc. from the Secretary of State of the State of Delaware, dated a recent date before the Closing Date; (vii) the Compliance Certificate referred to in Section 5.1(g). (b) On or prior to the Closing with respect to the Purchasers listed on Annex A hereto each such Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Aggregate Purchase Price (Subscription Amount)” indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to the Company’s account as previously provided to the Purchasers; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, duly executed by Parent and all other Persons party thereto except Company Shareholderssuch Purchaser; (iv) offer letters a fully completed and duly executed Selling Stockholder Questionnaire in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and as Annex B to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date;Registration Rights Agreement; and (v) a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the charter forms attached hereto as Exhibits C-1 and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and GeorgiaC-2, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated hereby.

Closing Deliveries. Parent and Merger Sub must have caused At the following documents Closing: (a) Mestek will deliver to be delivered Buyer: (i) Certificates representing the eight hundred twenty (820) or nine hundred twenty (920), as the case shall be, Shares of the Company, duly endorsed in blank (or tendered subject only accompanied by duly executed stock powers in blank); (ii) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for Mestek, in the form attached hereto as Exhibit 2.4(a)(iii); (iii) The Company's corporate minute book, seals and stock ledgers; (iv) Resignations of all officers and directors of the Company other than those designated in writing by Buyer; (v) Compliance certificate of an officer of Mestek as to Closingthe fulfillment of the conditions set forth in Section 6.1; (vi) Resolutions of Mestek certified by its Secretary authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (vii) Copies of the Company's certificate of incorporation and all amendments thereto and by-laws, as certified by the Secretary of the Company; (viii) Release of the Company's obligations with regard to all Debt as of the Closing Date and all payables to members of the Mestek Affiliated Group; and (ix) Satisfaction of all mortgages on the Company's Real Property and a release of all liens, pledges and security interests on the Company's assets except with respect to operating leases. (b) [Intentionally Omitted]. (c) Buyer will deliver: (i) the Purchase Price (less any amount paid to Mestek by the Escrow AgreementAgent) by wire transfer of immediately available funds or similar means, executed to the account(s) specified by ParentMestek; (ii) The opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for Buyer, in the Exchange Agent Agreement executed by the Exchange Agent and Parentform attached hereto as Exhibit 2.4(c)(ii); (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a Compliance certificate of good standing an officer of each of Parent and Merger Sub, in each case duly certified Buyer as of dated not earlier than to the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction fulfillment of the conditions set forth in Sections 7.3(a) and (b);Section 6.2; and (viiiv) a certificate Resolutions of Buyer certified by its Secretary authorizing the Secretary of Parent certifying execution, delivery and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery performance of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated hereby.

Closing Deliveries. Parent and Merger Sub must have caused On the following documents Closing Date, the Company will deliver or cause to be delivered to each Buyer (or tendered subject only to Closing) to Company:the "Company Documents"): (iA) the Escrow Agreementitems required to be delivered to Buyer pursuant to Section 8, executed by Parent; (ii) the Exchange Agent Agreement duly executed by the Exchange Agent and Parent;Company where so required, (iiiB) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders;omitted, (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (viC) a certificatelegal opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as Exhibit F attached hereto in relation to the Company, the applicable Debenture, the applicable Warrant and the Transaction Documents ("Closing Legal Opinion"), (D) a duly executed Debenture with a principal amount equal to such Buyer's Subscription Amount, divided by 0.8 to account for the Original Issue Discount, registered in the name of such Buyer, (E) a duly executed Warrant registered in the name of such Buyer to purchase up to a number of shares of Common Stock equal to the Warrant Amount (as defined in Section 1(b)(iv)) with an exercise price equal to the Initial Warrant Exercise Price (as defined in Section 1(b)(iv)) subject to adjustment therein, (F) Limited Standstill Agreements, duly executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction each of the conditions set forth Designated Insiders (as defined in Sections 7.3(a) and (bSection 4(m)); (viiG) The Company shall have delivered to such Buyer a true copy of certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of Parent certifying and attaching copies State (or comparable office) of such jurisdiction, as of a date within 10 days of the bylaws Closing Date. (H) The Company shall have delivered to such Buyer a true copy of Parentcertificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, certifying and attaching all requisite resolutions as of a date within five (5) days of the Closing Date. (I) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of the State of Delaware as of a date that is five (5) days prior to the Closing Date. On the Closing Date, each Buyer shall deliver or actions of Parent’s board of directors approving cause to be delivered to the execution and delivery of Company the following (the "Buyer Documents"): (A) this Securities Purchase Agreement and the consummation of the transactions contemplated hereby, and certifying Registration Rights Agreement duly executed by such Buyer, (B) such Buyer's Subscription Amount by wire transfer to the incumbency of account as specified in writing by the officers of Parent executing this Agreement and Company (subject to offsets for any other document relating expenses to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebywhich such Buyer is entitled).

Closing Deliveries. Parent At the Closing: (a) Seller shall execute and Merger Sub must have caused deliver to Purchaser a stock power duly endorsed in blank and the following documents original stock certificate for the Shares, and such other assignments and other instruments of transfer and conveyance, in form and substance reasonably satisfactory to Purchaser’s counsel, as shall be effective, together with the Approval Order, to vest in Purchaser as of the Closing Date good title, free and clear, in accordance with the terms of the Approval Order, of any Claims and Encumbrances to the Shares as provided herein and in the Approval Order; (b) In addition to the foregoing, there shall be executed and delivered (or tendered subject only to Closing) to Companyat the Closing the following: (i) by Seller to Purchaser, a certificate, dated the Escrow AgreementClosing Date and signed by Seller’s President, executed Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, certifying that the representations and warranties of Seller contained in Section 4.2 are accurate and complete both when made and at and as of the Closing Date with the same effect as though made at and as of such time and that all covenants required by Parentthe terms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); (ii) by Seller to Purchaser, a certificate, dated the Exchange Agent Closing Date and signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer attaching (A) a certified copy of the resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement executed by and all documents associated herewith; and (B) a certified copy of the Exchange Agent organizational documents of Seller and Parentall amendments thereto; (iii) by Purchaser to Seller, a certificate, dated the Registration Rights AgreementClosing Date and signed by Purchaser’s President or Chief Executive Officer, attached hereto certifying that the representations and warranties of Purchaser contained in Section 4.1 are accurate and complete both when made and at and as Exhibit Dof the Closing Date with the same effect as though made at and as of such time and that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, executed to the extent not waived by Parent and Seller in writing, have been so performed in all other Persons party thereto except Company Shareholdersmaterial respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); (iv) offer letters in substantially the form of Exhibit E attached heretoby Purchaser to Seller, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on a certificate, dated the Closing DateDate and signed by Purchaser’s President or Chief Executive Officer, attaching (A) a certified copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all documents associated herewith; and (B) a certified copy of the organizational documents of Purchaser and all amendments thereto; (v) by Purchaser to Seller, a Form III or IV as defined in the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing Connecticut Transfer Act executed by the Secretaries of State of Tennessee Purchaser as the “certifying party” (as defined in the Connecticut Transfer Act), unless Seller covenants and Georgiarepresents that the Connecticut Transfer Act does not apply to the transactions contemplated by this Agreement, respectivelyor the Seller is able to file a Form I or II (as defined in the Connecticut Transfer Act); (vi) by Seller to Purchaser, a certificate, dated as the Closing Date and signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, certifying that Connecticut Innovations, Inc. (“CII”), acting on behalf of the Closing DateConnecticut Clean Energy Fund (“CCEF”), executed or CCEF itself, has (A) consented to the transactions contemplated by duly authorized officers of Parent this Agreement and Merger Subagreed to waive any rights that it may have under the Financial Assistance Agreement, certifying the satisfaction of the conditions set forth in Sections 7.3(a) any Program Participation Agreement or any other agreement between Proton and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of ParentCII or CCEF with respect to acceleration, certifying and attaching all requisite resolutions default or actions of Parent’s board of directors approving the execution and delivery termination solely by reason of this Agreement and the consummation Closing of the transactions contemplated herebyby this Agreement; and (B) executed a modification to each Financial Assistance Agreement, and certifying to the incumbency of the officers of Parent executing this any Program Participation Agreement and or any other document relating to agreement between Proton and CII or CCEF containing in substance the transactions contemplated herebyprovisions set forth on Schedule 3.4(vi) in such form as Purchaser shall, in its reasonable discretion, require; and (viiivii) Seller shall have assigned to Proton any and all agreements entered into in connection with or as part of any “Small Business Innovative Research Grants,” a certificate list of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebywhich is attached hereto as Schedule 3.4(vii).

Closing Deliveries. Parent and Merger Sub must have caused (a) Within two Business Days of the Effective Date, Dolphin shall deliver to the Holding Agent, for delivery to the Company at Closing, the following documents (with the understanding that a document or instrument is duly executed if signed by an authorized representative of the Affiliate of Dolphin that is party to be delivered (such document or tendered subject only to Closing) to Company:instrument and/or which holds the document or instrument being amended by such document or instrument): (i) A duly executed counterpart signature page to the Escrow Amendment to Common Stock Purchase Warrant (Amended and Restated) in the form attached hereto as Exhibit A with respect to each of the Amended and Restated Warrants issued to Dolphin under the Dolphin Purchase Agreement, executed by Parent; (ii) A duly executed counterpart signature page to the Exchange Agent Agreement executed by Amendment to Common Stock Purchase Warrant (Additional Warrants) in the Exchange Agent and Parentform attached hereto as Exhibit B with respect to each of the Additional Warrants issued to Dolphin under the Dolphin Purchase Agreement; (iii) A duly executed counterpart signature page to the Amendment to Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit C; (iv) A duly executed counterpart signature page to the Second Amended and Restated Registration Rights Agreement, Agreement in the form attached hereto as Exhibit D; (v) The original Notes and the certificates representing all of the shares of Series A Preferred issued to Dolphin pursuant to the Purchase Agreement, each executed and notated by Parent the holder thereof as necessary for conversion into Common Stock and all cancellation pursuant to the terms of this Agreement; and (vi) Such other Persons documents, agreements, assignments, instruments and certificates as may be required by this Agreement or as may be reasonably requested by the Company to effect the transactions contemplated by, and the terms and conditions of, this Agreement. (b) Within two Business Days of the Effective Date, each Series A Holder shall deliver to the Holding Agent, for delivery to the Company at Closing, the following (with the understanding that a document or instrument is duly executed if signed by an authorized representative of the Series A Holder party thereto except Company Shareholdersto such document or instrument and/or which holds the document or instrument being amended by such document or instrument): (i) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Additional Warrants) in the form attached hereto as Exhibit B with respect to each of the Additional Warrants (as defined in the Dolphin Purchase Agreement) issued to such Series A Holder under the Dolphin Purchase Agreement; (ii) A duly executed counterpart signature page to the Amendment to Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit C; (iii) A duly executed counterpart signature page to the Second Amended and Restated Registration Agreement in the form attached hereto as Exhibit D; (iv) offer letters in substantially The original certificates representing all of the form shares of Exhibit E attached heretoSeries A Preferred issued to such Series A Holder pursuant to the Purchase Agreement, completed appropriately each executed and executed notated by Parent the holder thereof as necessary for conversion into Common Stock and cancellation pursuant to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date;terms of this Agreement; and (v) Such other documents, agreements, assignments, instruments and certificates as may be required by this Agreement or as may be reasonably requested by the charter and all amendments thereto of Parent and Merger SubCompany to effect the transactions contemplated by, and the terms and conditions of, this Agreement. (c) Within two Business Days of the Effective Date, the Company shall deliver to the Holding Agent, for delivery to Dolphin or the Series A Holder party to the relevant document, the following (with the understanding that a certificate document or instrument is duly executed if signed by an authorized representative of good standing of the Company): (i) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Amended and Restated) in the form attached hereto as Exhibit A with respect to each of Parent the Amended and Merger Sub, in each case duly certified as of dated not earlier than Restated Warrants issued to Dolphin under the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyDolphin Purchase Agreement; (viii) a certificate, dated A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Additional Warrants) in the form attached hereto as Exhibit B with respect to each of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying Additional Warrants issued to Dolphin or any Series A Holder under the satisfaction of the conditions set forth in Sections 7.3(a) and (b)Dolphin Purchase Agreement; (viiiii) a certificate of A duly executed counterpart signature page to the Secretary of Parent certifying Amendment to Amended and attaching copies of Restated Investor Rights Agreement in the bylaws of Parentform attached hereto as Exhibit C; (iv) A duly executed counterpart signature page to the Second Amended and Restated Registration Agreement in the form attached hereto as Exhibit D: and (v) Such other documents, certifying agreements, assignments, instruments and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of certificates as may be required by this Agreement and the consummation of or as may be reasonably requested by Dolphin or a Series A Holder effect the transactions contemplated herebyby, and certifying to the incumbency of the officers of Parent executing terms and conditions of, this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyAgreement.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the following documents Closing, the Sellers shall deliver or cause to be delivered to the Buyer: (or tendered subject only i) stock certificates representing the Purchased Shares, accompanied by stock powers for the Purchased Shares, duly executed by the applicable Seller; (ii) payoff letters, in form and substance reasonably satisfactory to Closingthe Buyer, as to the full payment of all Funded Indebtedness (other than the Assumed Indebtedness), and the release of the Companies from further Liability related thereto and the release of any Liens related thereto, each effective upon payment pursuant to Section 2.1(b) of the applicable Funded Indebtedness specified on the Flow of Funds Memorandum; (iii) an appropriate receipt and release in a form and substance acceptable to the Buyer from each Person entitled to Transaction Fees, acknowledging that such Person has received all amounts due such Person from the Companies, and releasing the Companies from any further Liability with respect thereto, each effective upon payment pursuant to Section 2.1(c) of the applicable Transaction Fees specified on the Flow of Funds Memorandum; (iv) an employment agreement with each of the Key Employees, duly executed by the applicable Key Employee, in form and substance reasonably satisfactory to the Buyer (the “Employment Agreements”); (v) a management and administrative services agreement by and among the Buyer, 2WRMS and the 2WRMS Shareholders, duly executed by 2WRMS and the 2WRMS Shareholders in form and substance reasonably satisfactory to the Buyer (the “Management Services Agreement”); (vi) a share transfer agreement in form and substance reasonably satisfactory to the Buyer, duly executed by each of the 2WRMS Shareholders (the “Share Transfer Agreement”); (vii) an asset transfer agreement by and among the Buyer and the Companies, duly executed by each of the Companies in form and substance reasonably satisfactory to the Buyer (the “Asset Transfer Agreement”) to transfer certain assets and liabilities between the Buyer and the Companies as set forth therein; (viii) an escrow agreement in form and substance reasonably satisfactory to the Buyer, duly executed by the Shareholder Representative (the “Escrow Agreement”); (ix) written resignations of all members of each Company’s board of directors and officers; (x) a good standing certificate for each Company from the state of its organization and the Secretary of State in each other jurisdiction in which such Company is required to qualify to do business as a foreign corporation, in each case dated as of a date as near as reasonably practicable to the Closing Date; (xi) the written consents, approvals, waivers, notices or similar authorizations required to be obtained or given by any Person in order to consummate the transactions contemplated by the Transaction Documents, including those consents, approvals, waivers, notices or similar authorizations set forth on Schedule 2.4(a)(x), in form and substance reasonably acceptable to the Buyer; (xii) evidence satisfactory to the Buyer that the Companies 401(k) Plan and the other Employee Benefits Plan have been terminated; (xiii) evidence satisfactory to the Buyer of payment in full of all Transaction Fees effective as of the Closing; (xiv) an investment questionnaire from each Seller in form and substance satisfactory to the Buyer; (xv) an agreement, in form and substance reasonably satisfactory to the Buyer, terminating the W▇▇▇▇▇ Phantom Share Agreement, duly executed by 2WRCO and D▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (the “W▇▇▇▇▇ Phantom Share Termination Agreement”); (xvi) for each outstanding Company PPP Loan at signing, either (i) a PPP Escrow Agreement, duly executed by the Seller Representative, the applicable PPP Lender and the applicable Company, along with evidence reasonably satisfactory to the Buyer that a loan forgiveness application has been submitted to the PPP Lender for such Company PPP Loan or (ii) evidence reasonably satisfactory to the Buyer that each of the loan forgiveness applications for Company PPP Loans outstanding at signing has been forgiven by the U.S. Small Business Administration; (xvii) no less than three (3) Business Days prior to the Closing Date, Schedule A setting forth the Companies’ Funded Indebtedness included in Assumed Indebtedness as of the Closing Date; (xviii) no less than three (3) Business Days prior to the Closing Date, the Estimated Closing Statement, including (A) the Estimated Working Capital, (B) the Estimated Closing Cash and (C) the Estimated Assumed Indebtedness; and (xix) such other documents or instruments in form and substance reasonably acceptable to the Buyer as the Buyer may deem reasonably necessary or as may be required to consummate the transactions contemplated hereby. (b) At the Closing, the Buyer shall deliver or cause to be delivered to the Sellers: (i) the Escrow Agreement, executed by Parentcash balance of the Initial Purchase Price; (ii) the Exchange Agent Agreement executed by Closing Payment Shares (less the Exchange Agent and ParentEscrowed Shares); (iii) evidence reasonably satisfactory to the Registration Rights Agreement, attached hereto as Exhibit D, executed Sellers that the Buyer has made the payments required by Parent and all other Persons party thereto except Company ShareholdersSection 2.1; (iv) offer letters in substantially each of the form of Exhibit E attached heretoEmployment Agreements, completed appropriately and duly executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on an authorized officer of the Closing DateBuyer; (v) the charter and all amendments thereto of Parent and Merger SubManagement Services Agreement, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing executed by the Secretaries of State of Tennessee and Georgia, respectivelyBuyer; (vi) a certificatethe Share Transfer Agreement, dated as of the Closing Date, duly executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b)Buyer; (vii) a certificate of the Secretary of Parent certifying and attaching copies of Asset Transfer Agreement, duly executed by the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyBuyer; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of Escrow Agreement, duly executed by the bylaws of Merger SubBuyer. (c) At the Closing, certifying and attaching all requisite resolutions the Buyer shall also deliver, or actions of Merger Sub’s board of directors and stockholders approving cause to be delivered, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying Escrowed Shares to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyEscrow Agent.

Closing Deliveries. Parent and Merger Sub must have caused At the Closing, each of the following documents parties shall deliver or cause to be delivered to the designated party or parties all of the following, and in the case of executed agreements, documents or instruments, in each case executed by the Party or a duly authorized representative of the Party on such Party's behalf; (or tendered subject only a) The PEARL Parties shall deliver to Closing) to CompanyPurchaser: (i) endorsed share certificates or stock powers for 100% of the Escrow Agreement, executed outstanding shares of the PEARL Common Stock held by Parentthe PEARL Parties; (ii) resolutions of the Exchange Agent board of directors of PEARL approving and authorizing the execution, delivery and performance by it of this Agreement executed and the Ancillary Agreements to which it is a party and the consummation by it of the Exchange Agent transactions described in this Agreement and Parentthe Ancillary Agreements attached hereto as Exhibit E; (iii) Executed counterparts of Employment Agreements with each of the Registration Rights Agreement, key employees of the PEARL Group Members which Purchaser may designate prior to Closing in substantially the form attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders;C (the "Employment Agreements"). (iv) offer letters in substantially Consents from third parties, including any governmental entity, landlord or other person material to the form business of Exhibit E attached hereto, completed appropriately any PEARL Group Member and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Subnecessary, in each case duly certified as the reasonable opinion of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and GeorgiaPurchaser, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and for the consummation by Purchaser of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viiiv) a certificate all other items required to be delivered pursuant to the provisions of this Agreement; (b) Purchaser shall deliver to Seller: (i) all items required to be delivered pursuant to the provisions of this Agreement; (ii) resolutions of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors of EPIC approving and stockholders approving authorizing the execution execution, delivery and delivery performance by it of this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing described in this Agreement and the Ancillary Agreements attached hereto as Exhibit F; and (iii) indemnification agreement substantially in the form attached hereto as Exhibit G wherein EPIC agrees to indemnify, defend and hold the Shareholders harmless from any other document claims or liabilities of any type relating to any personal guaranties made by and of the transactions contemplated herebyShareholders for or on behalf of any PEARL Group Member.

Closing Deliveries. Parent and Merger Sub must have caused (a) Except as otherwise indicated below, at the Closing, AstraZeneca shall deliver the following documents to be delivered (or tendered subject only to Closing) to CompanyHorizon: (i) each of the Escrow Ancillary Agreements to which AstraZeneca is a party, other than the Post-Transition Safety Data Exchange Agreement, the Three Party Letter Agreement and the Guarantee, validly executed by Parenta duly authorized officer of AstraZeneca; (ii) a receipt acknowledging receipt of the Exchange Agent Agreement Purchase Price in satisfaction of Horizon’s obligations pursuant to Section 2.3.1, validly executed by a duly authorized representative of AstraZeneca; and (iii) the Purchased Assets; provided, that (A) with respect to tangible Purchased Assets delivery shall be made as set forth in Schedule 2.4.2(a)(iii), and (B) AstraZeneca may retain one copy of the Product Records included within the Purchased Assets and the Purchased Contracts (and, for clarity, prior to delivering or making available any files, documents, instruments, papers, books and records containing Product Records to Horizon, AstraZeneca shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business; provided, that, upon Horizon’s request, AstraZeneca shall provide Horizon with a general description of any such information redacted by AstraZeneca to the extent that AstraZeneca is permitted to do so; (iv) the Patheon Letter; (v) the AstraZeneca FDA Intent Letters; (vi) the AstraZeneca FDA Transfer Letters; and (vii) the Vimovo Litigation Records Side Letter. (b) At the Closing, Horizon shall deliver the following to AstraZeneca: (i) each of the Ancillary Agreements to which Horizon is a party, other than the Post-Transition Safety Data Exchange Agent Agreement and Parentthe Three Party Letter Agreement, validly executed by a duly authorized officer of Horizon; and (ii) the Purchase Price in accordance with Section 2.3.1; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company ShareholdersHorizon FDA Intent Letters; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date;Horizon FDA Transfer Letters; and (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively;Vimovo Litigation Records Side Letter. (vic) Horizon shall conduct a certificate, dated as quality and completeness review of the Closing DateRegulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, executed as soon as possible, but no later than 60 days after each transfer, shall notify AstraZeneca in writing of any problems or issues experienced by duly authorized officers Horizon regarding the completeness, navigation or readability of Parent such transferred Regulatory Documentation that Horizon reasonably and Merger Subin good faith believes are related to the transfer of such Regulatory Documentation (and not, certifying the satisfaction for example, related to Horizon system capabilities or compatibility). AstraZeneca shall use its commercially reasonable efforts to assist Horizon in remedying any such problems or issues (if any) as soon as reasonably practicable following AstraZeneca’s receipt of Horizon’s notice of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebysame.

Closing Deliveries. Parent At the Closing: (a) Buyer will deliver the Purchase Price together with any payments in respect of Indebtedness and/or Transaction Expenses by wire transfer in accordance with Section 1.2, as allocated in accordance with Section 1.2; (b) Buyer’s deliveries in accordance with Section 1.2 above will include deposit with Citibank, N.A. (the “Escrow Agent”), as agent to Buyer and Merger Sub must have caused the following documents Sellers, the sum of $1,200,000.00 (the “Adjustment Escrow Amount”) into an escrow account designated by the Escrow Agent (the “Adjustment Escrow Account”),the sum of $450,000.00 (the “Indemnity Escrow Amount”) into an escrow account designated by the Escrow Agent (the “Indemnity Escrow Account”), and the Regulatory Permit Escrow Amount into an escrow account designated by the Escrow Agent (the “Regulatory Permit Escrow Account”), each to be delivered governed by the terms of this Agreement and of an Escrow Agreement substantially in the form of Exhibit B (the “Escrow Agreement”). The Escrow Agreement shall provide that the Adjustment Escrow Amount will be used to satisfy the post-Closing adjustment to Estimated Cash Consideration, if any, pursuant to Section 1.3 (Working Capital Adjustment), the Indemnity Escrow Amount will be used to satisfy the Sellers’ obligations, if any, pursuant to ARTICLE 10 (Indemnification) and the Regulatory Permit Escrow Amount will be used to satisfy the Sellers’ obligations pursuant to Section 10.1(a)(vii). The Escrow Agreement shall also provide that on the Indemnity Release Date, the balance of the Indemnity Escrow Amount (less any amount subject to an unresolved claim under ARTICLE 10 (a “Pending Claim”)), and on the date that all Regulatory Permits have been approved or tendered denied by Government Bodies (the “Regulatory Permit Release Date”), the balance of the Regulatory Permit Escrow Amount (less any amount subject only to Closinga Pending Claim) shall be released to Companythe Sellers’ Representative (on behalf of the Sellers) and that the Buyer and the Sellers’ Representative shall deliver a joint written authorization to the Escrow Agent to effect the same; (c) Buyer will execute and deliver to the Sellers and the Escrow Agent a counterpart to the Escrow Agreement; (d) The Sellers will: (i) execute and deliver to Buyer an assignment with respect to the Escrow AgreementPurchased Stock and Rollover Interests, executed by Parentfree and clear of all Liens, in the form reasonably satisfactory to Buyer; (ii) not less than three (3) Business Days before the Exchange Agent Agreement Closing, deliver to Buyer Exhibit A setting forth the Estimated Closing Statement (and the component parts thereof), together with a certificate executed by an authorized officer of each of the Exchange Agent and ParentCompany certifying as to the matters set forth therein in the form reasonably satisfactory to Buyer; (iii) not less than three (3) Business Days before the Registration Rights AgreementClosing, attached hereto as Exhibit Ddeliver the Payoff Letter, executed by Parent in the form reasonably satisfactory to Buyer, with respect to any Indebtedness which is to be repaid at Closing, with all consents and authority necessary to release and terminate any and all other Persons party thereto except Liens on assets of the Company Shareholdersin favor of the lenders under such Indebtedness; (iv) offer letters in substantially not less than three (3) Business Days before the form Closing, deliver final bills and wire transaction instructions from each payee of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(dany portion of the Transaction Expenses (other than for fifty percent (50%) on of the Closing DateR&W Insurance Premium); (v) execute and deliver to Buyer a properly executed certification in form and substance satisfactory to Buyer that the charter interests in the Company, including the Company Stock, are not “U.S. real property interests” in accordance with Treasury Regulations under Sections 897 and all amendments thereto 1445 of Parent and Merger Subthe Code, and together with authorization for Buyer, as agent for the Company, to deliver a certificate copy of good standing the certification, along with the appropriate notification, to the IRS on behalf of each of Parent and Merger Subthe Company, in each case duly certified as accordance with the provisions of dated not earlier than Section 1.897-2(h)(2) of the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyTreasury Regulations; (vi) execute and deliver to Buyer and the Escrow Agent a certificatecounterpart to the Escrow Agreement; (vii) deliver to Buyer evidence of the issuance of the D&O Tail Policy provided for in Section 6.3 below; (viii) written resignations, dated effective as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction each officer of the conditions set forth in Sections 7.3(a) Company and (b); (vii) a certificate member of the Secretary Company’s Board of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying Directors who Buyer request to the incumbency of the officers of Parent executing this Agreement and any other document relating resign prior to the transactions contemplated herebyClosing; and (viiiix) deliver a certificate of good standing for the Company issued as of a date not earlier than five (5) Business Days before the Closing by the Secretary of Merger Sub certifying State of North Carolina and attaching copies each jurisdiction in which the Company is authorized to do business. (e) Seller ▇▇▇▇ will, not less than three (3) Business Days before the Closing, deliver the Payoff Letter, in the form reasonably satisfactory to Buyer, with respect to any Indebtedness which is to be repaid at Closing, with all consents and authority necessary to release and terminate any and all Liens on assets of HSW in favor of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebylenders under such Indebtedness.

Closing Deliveries. (a) At the Closing, the Company shall deliver to Parent and Merger Sub must have caused the following documents to be delivered (or tendered subject only to Closing) to Companyfollowing: (i) the Escrow Agreement, executed by ParentWritten Consent of the Company Stockholders; (ii) evidence of delivery of Letters of Transmittal to the Exchange Agent Agreement Company Stockholders, as well as copies of any executed by Letters of Transmittal, together with Stock Certificates, that the Exchange Agent and ParentCompany received prior to the Closing; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company ShareholdersEstimated Closing Statement; (iv) offer letters in substantially the form executed Certificate of Exhibit E attached hereto, completed appropriately and executed by Parent and Merger to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing DateSecretary of State of the State of Delaware for filing; (v) the charter and all amendments thereto of Parent and Merger Subwritten resignations, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified effective as of dated not earlier than the tenth Business Day prior to Closing by Date, of the Secretaries officers and directors of State of Tennessee and Georgia, respectivelythe Company; (vi) a certificatecertificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company, dated as of the Closing Date, executed by duly authorized officers certifying (A) that attached thereto is the certificate of Parent and Merger Sub, certifying the satisfaction incorporation of the conditions set forth in Sections 7.3(aCompany, as amended through the Closing Date, (B) and (b); (vii) a certificate that attached thereto are the by-laws of the Secretary of Parent certifying Company, as amended through the Closing Date, (C) that attached thereto are true and attaching complete copies of all resolutions adopted by the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving of the execution Company authorizing the execution, delivery and delivery performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated herebyhereby and thereby, and certifying to that all such resolutions are in full force and effect and are all the incumbency resolutions adopted in connection with the transactions contemplated hereby and thereby; and (D) the names and signatures of the officers of Parent executing the Company authorized to sign this Agreement Agreement, the Ancillary Documents and any the other document relating documents to be delivered hereunder and thereunder; (vii) all authorizations, consents and approvals necessary to consummate the transactions contemplated hereby; (viii) an executed affidavit, dated not more than thirty (30) days prior to the Closing Date, in accordance with Code section 1445(b)(3) and Treasury Regulation section 1.1445-2, which statement certifies that the Company is not a United States real property holding corporation; and (viiiix) all other certificates, instruments and other documents required to effect the transactions contemplated hereby as reasonably requested by Parent. (b) At the Closing, Parent shall deliver to the Company the following: (i) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub Sub, dated as of the Closing Date, certifying that (A) attached thereto are true and attaching complete copies of the bylaws of Merger Subresolutions adopted by the Parent Board and Special Committee authorizing the execution, certifying delivery and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated herebyhereby and thereby, (B) attached thereto are true and complete copies of the resolutions adopted by the board of directors of Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and (C) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying to the incumbency names and signatures of the officers of Parent and Merger Sub executing authorized to sign this Agreement Agreement, the Ancillary Documents and any the other document relating documents to be delivered hereunder and thereunder; and (iii) all other certificates, instruments and other documents required to effect the transactions contemplated herebyhereby as reasonably requested by the Company. (c) At the Closing, Parent shall deliver to the Stockholders’ Representative the following: (i) wire transfers of immediately available funds equal to the Closing Payment to an account and in accordance with instructions delivered to Parent by the Stockholders’ Representative prior to the Closing Date; and (ii) wire transfers of immediately available funds equal to the Stockholders’ Representative Expense Amount and in accordance with instructions delivered to Parent by the Stockholders’ Representative prior to the Closing Date.

Closing Deliveries. Parent and Merger Sub must have caused (a) Except as otherwise indicated below, at the Closing, Seller shall deliver the following documents to be delivered (or tendered subject only to Closing) to CompanyPurchaser: (i) each of the Escrow AgreementAncillary Agreements to which Seller is a party, validly executed by Parent;a duly authorized officer of Seller. (ii) the Exchange Agent Agreement a certificate, executed by an officer of Seller and dated the Exchange Agent Closing Date, confirming on behalf of Seller that the conditions set forth in Sections 7.2.1, 7.2.2 and Parent7.2.3 have been satisfied; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and copies of all other Persons party thereto except Company ShareholdersSeller Third Party Consents; (iv) offer letters in substantially the form copies of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Dateall Seller FDA Letters; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyPurchased Contracts; (vi) all other Purchased Assets; provided, that (A) with respect to tangible Purchased Assets, delivery shall, unless the Parties otherwise mutually agree, be in accordance with the Transition Services Agreement and to a certificateplace within the continental United States specified by Purchaser by notice to Seller at a time prior to or after the Closing as the Parties mutually agree; and (B) Seller may retain one copy of the Product Records included within the Purchased Assets and the Purchased Contracts (and, for clarity, prior to delivering or making available any files, documents, instruments, papers, books and records containing Product Records to Purchaser, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business); and (vii) a non-foreign affidavit of Seller dated as of the Closing Date, sworn under penalty of perjury and in the form and substance required under Treasury Regulations issued pursuant to Section 1445 of the Code certifying that Seller is not a “foreign person” as defined in Section 1445 of the Code. (b) At the Closing, Purchaser shall deliver the following to Seller: (i) each of the Ancillary Agreements to which Purchaser is a party, validly executed by a duly authorized officers officer of Parent Purchaser; (ii) the Stock Consideration; (iii) a certificate, executed by an officer of Purchaser and Merger Subdated the Closing Date, certifying the satisfaction confirming on behalf of Purchaser that the conditions set forth in Sections 7.3(a) 7.3.1 and (b)7.3.2 have been satisfied; (viiiv) a certificate an agent for services of process letter from Purchaser, in form and substance reasonably requested by Seller covering this Agreement, the Secretary of Parent certifying and attaching copies of Promissory Note, the bylaws of ParentSecurity Agreement, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement Guaranty and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyAncillary Agreements; and (viiiv) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyPurchaser FDA Letters.

Closing Deliveries. Parent At the First Closing, the Second Closing and Merger Sub must have caused any Option Closing (each, a "Closing"): Seller will: deliver to Purchaser all certificates representing the following documents Shares to be delivered purchased at such Closing, duly endorsed (or tendered subject only accompanied by duly executed stock powers) for transfer to Closing) Purchaser; provided, however, that with respect to Company: (i) any Common Shares held in "street name," delivery of such Common Shares will be effected on a delivery versus payment basis by book entry transfer through the Escrow Agreementfacilities of one or more brokerage firms or clearing agencies, as specified by the Parties; deliver to Purchaser a certificate executed by Parent; Seller stating that (iiA) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent Seller's representations and Merger Sub, warranties in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated this Agreement was accurate in all respects as of the Effective Date and is accurate in all respects as of such Closing Date as if made on such Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of (B) the conditions set forth in Sections 7.3(a) Articles VI and VII have been fulfilled (bthe "Seller Compliance Certificate"); (vii) ; and deliver to Purchaser the other certificates, instruments and documents referred to in Article VII below and required to be delivered by Seller on or prior to such Closing Date. Purchaser will: at the First Closing, deliver to Seller the Common Purchase Price and the Preferred Purchase Price for the Common Shares and Preferred Shares to be purchased at the First Closing, by wire transfer of $1,899,806.52 of immediately available funds to an account designated by Seller; at the Second Closing, deliver to Seller the Common Purchase Price and the Preferred Purchase Price for the Common Shares and Preferred Shares to be purchased at the Second Closing, by wire transfer of $1,899,804.41 of immediately available funds to an account designated by Seller; at the Option Closing, if any, deliver to Seller the Option Price by wire transfer of immediately available funds to an account designated by Seller; deliver to Seller a certificate executed by Purchaser stating that each of Purchaser's representations and warranties in this Agreement was accurate in all respects as of the Secretary Effective Date and is accurate in all respects as of Parent certifying such Closing Date as if made on such Closing Date; and attaching copies of deliver to Seller the bylaws of Parentother certificates, certifying instruments and attaching all requisite resolutions documents referred to in Article VII below and required to be delivered by Purchaser on or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying prior to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebysuch Closing Date.

Closing Deliveries. Parent (a) At the Closing, subject to all the terms and Merger Sub must have caused the following documents conditions of this Agreement, Seller shall deliver or cause to be delivered (or tendered subject only to Closing) to CompanyPurchaser: (i1) the Escrow Agreement, certificates executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form a proper officer of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificateSeller, dated as of the Closing Date, executed by duly authorized officers certifying to the fulfillment of Parent and Merger Sub, certifying all conditions which are the satisfaction obligation of the conditions set forth in Sections 7.3(a) and (b)Seller hereunder; (vii2) a certificate certified copy of the Secretary resolutions of Parent certifying and attaching copies Seller’s Board of the bylaws of ParentDirectors, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the purchase and assumption transactions contemplated hereby; (3) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 2 hereto; (4) an executed Assignment and Assumption Agreement in substantially the form set forth in Exhibit 3 hereto; (5) an executed ▇▇▇▇ of Sale, in substantially the form set forth in Exhibit 4 hereto, transferring to Purchaser all of Seller’s interest in the Personal Property and certifying other Transferred Assets; (6) an executed Special Warranty Deed, in substantially the form set forth in Exhibit 5 hereto, transferring to Purchaser all of Seller’s interest in the Owned Real Property; (7) subject to Section 5.12 hereof, an executed Lease Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit 6, with respect to each Lease (the “Lease Assignments”) and such other instruments and documents as the landlords under each Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of each Lease, each such instrument and document in form and substance reasonably satisfactory to the incumbency parties hereto; (8) subject to Section 5.12 hereof, an executed Landlord Estoppel Certificate and Consent to Assignment, in substantially the form attached hereto as Exhibit 7 (each a “Landlord Estoppel”), certifying certain information regarding the Lease for each of the officers Kingwood ▇▇. ▇▇▇▇▇▇ and the Eagle Springs Branch; (9) an executed Assignment, Transfer and Appointment of Parent executing Successor Custodian for ▇▇▇ Accounts with respect to the transfer of the ▇▇▇ Accounts in substantially the form set forth in Exhibit 8; (10) the Records; (11) an executed limited Power of Attorney, in substantially the form set forth in Exhibit 9; (12) immediately available funds equal to the Estimated Payment Amount; (13) the Cash on Hand; (14) possession of the Leased Real Property and the Owned Real Property in substantially the condition existing on the date hereof, reasonable ordinary wear and tear excepted; (15) an executed certificate of non-foreign status in the form and manner that complies with Section 1445 of the Code (as defined in Section 2.6 hereof) and the Treasury Regulations thereunder; (16) such other documents and instruments evidencing such actions or providing such assurances, as Purchaser reasonably requests of Seller in order to consummate the transactions contemplated by this Agreement and any other document relating to fully vest in Purchaser, all rights, title, and interest of Seller in and to the transactions contemplated Transferred Assets and Assumed Liabilities transferred to the Purchaser hereby; (17) all collateral security of any nature whatsoever held by Seller as collateral for any of the Transferred Assets; (18) an executed Seller’s affidavit delivered to the Title Company as required by Section 5.18(c) hereof; and (viii19) the Payment Amount in accordance with Section 2.2 hereof. (b) At the Closing, Purchaser shall deliver to Seller: (1) a certificate executed by a proper officer of Purchaser, dated as of the Secretary Closing Date, certifying to the fulfillment of Merger Sub certifying and attaching copies all conditions which are the obligation of Purchaser hereunder; (2) a certified copy of the bylaws resolutions of Merger SubPurchaser’s Board of Directors, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the purchase and assumption transactions contemplated hereby; (3) an executed Assignment and Assumption of Deposit Liabilities Agreement in substantially the form set forth in Exhibit 2 hereto; (4) an executed Assignment and Assumption Agreement in substantially the form set forth in Exhibit 3 hereto; (5) an executed ▇▇▇▇ of Sale in substantially the form set forth in Exhibit 4 hereto; (6) subject to Section 5.12 hereof, executed Lease Assignments and certifying such other instruments and documents as the landlords under each Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of each Lease, each such instrument and document in form and substance reasonably satisfactory to the incumbency parties hereto; (7) an executed Assignment, Transfer and Appointment of Successor Custodian for ▇▇▇ Accounts with respect to the transfer of the officers ▇▇▇ Accounts in substantially the form set forth in Exhibit 8 hereto; (8) such other documents and instruments evidencing such actions or providing such assurances, as Seller reasonably requests of Merger Sub executing this Agreement and any other document relating Purchaser in order to consummate the transactions contemplated herebyby this Agreement; and (9) if applicable, the Negative Payment Amount in accordance with Section 2.2 hereof.

Closing Deliveries. Parent At the Closing, in addition to the payment by Purchaser of the Estimated Purchase Price and Merger Sub must have caused the following documents to be delivered (or tendered subject only to Closing) to Company: (i) the Escrow Agreement, executed by Parent; (ii) the Exchange Agent Agreement executed payment by the Exchange Agent and Parent; (iii) Company of the Registration Rights AgreementShare Redemption Cash Consideration, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Subif any, in each case duly certified as of dated not earlier than the tenth Business Day prior pursuant to Closing by the Secretaries of State of Tennessee and Georgia, respectively;Section 2.5, (via) Purchaser shall deliver or cause to be delivered: (1) to Seller, a certificatecertificate of the Secretary, Assistant Secretary or other duly authorized officer of Purchaser, dated as of the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Purchaser is a party; (2) to Seller, the certificates referenced in Sections 6.4(a)(1) and (b)(1); and (3) to Seller and Life Reinsurer, counterparts of each of the Transaction Agreements (other than the Closing Date Reinsurance Agreements) to which Purchaser and/or its Affiliates (other than the Company) is a party, duly executed by Purchaser and/or such Affiliates of Purchaser (other than the Company). (b) Seller shall deliver or cause to be delivered: (1) to Purchaser, a certificate or certificates evidencing all of the Transferred Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer on the stock transfer books of the Company and with any requisite stock transfer Tax stamps properly affixed thereto; (2) to Purchaser, a certificate or certificates evidencing the cancellation of all of the Redeemed Shares; (3) to Purchaser and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly authorized officers officer of Parent Seller, dated the Closing Date, as to the resolutions duly and Merger Sub, certifying validly adopted by the satisfaction Board of Directors of Seller evidencing its authorization of the conditions set forth execution, delivery and performance of this Agreement and the other Transaction Agreements to which Seller is a party; (4) to Purchaser and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of the Company or any Affiliate of Seller that is a party to any Transaction Agreement, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of the Company or such Affiliate, as the case may be, evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which the Company or such Affiliate, as the case may be, is a party; (5) to Purchaser, an affidavit in a form reasonably satisfactory to Purchaser, stating under penalties of perjury its U.S. taxpayer identification number and that it is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (6) to Purchaser, copies of the resignations referenced in Section 6.3(a); (7) to Purchaser, the certificates referenced in Sections 7.3(a6.2(a) and (b); (vii8) to Life Reinsurer, the certificates referenced in Sections 6.2(a) and (b); (9) to Purchaser, the Books and Records of the Company in accordance with Section 5.20; (10) to Purchaser, the releases contemplated by Section 5.9(a); (11) to Purchaser, a copy of each Assigned Pre-Closing Confidentiality Agreement in accordance with Section 5.1(e); and (12) to Purchaser and Life Reinsurer, counterparts of each of the Transaction Agreements (other than the Closing Date Reinsurance Agreements) to which Seller and/or its Affiliates (including the Company) is a party, duly executed by Seller and/or such Affiliates (including the Company). (c) Life Reinsurer shall deliver or cause to be delivered: (1) to Seller, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of Parent certifying Life Reinsurer, dated the Closing Date, as to the resolutions duly and attaching copies validly adopted by the Board of Directors of Life Reinsurer evidencing its authorization of the bylaws of Parentexecution, certifying delivery and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery performance of this Agreement and the consummation of other Transaction Agreements to which Life Reinsurer is or will be a party; (2) to Seller, the transactions contemplated hereby, certificates referenced in Sections 6.4(a)(2) and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby(b)(2); and (viii3) a certificate to Purchaser and Seller, counterparts of each of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger SubTransaction Agreements to which Life Reinsurer is or will be a party, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyduly executed by Life Reinsurer.

Closing Deliveries. Parent At the Closing, each party shall make, execute, acknowledge and Merger Sub must have caused deliver the following legal documents and other items (collectively, the “Closing Documents”) necessary to be delivered (or tendered subject only to Closing) to Companycarry out the intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following: (ia) a Contribution and Assumption Agreement substantially in the Escrow Agreement, executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, form attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company ShareholdersC; (ivb) offer letters for the Contributor, a certificate from the Operating Partnership that effective at the Closing the books and records of the Operating Partnership will indicate that the Contributor is the holder of a number of Units equal to the Consideration; (c) an affidavit from the Contributor in substantially the form of Exhibit E attached heretoD, completed appropriately stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and executed that the Contributor is not a foreign person pursuant to section 1445(b)(2) of the Code and a comparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, if any; (d) all title insurance policies, leases, lease files, letters of credit, contracts, stock certificates, original promissory notes held by Parent Holdings or a Participating Entity and other indicia of ownership with respect to Holdings and each Participating Entity that are in the Contributor’s possession or that can be obtained through reasonable efforts in the Contributor’s capacity as indirect owner of any Participating Entity shall be delivered or made available to the Company; (e) a certificate from the Contributor affirming that the representations and warranties made by Parent the Contributor pursuant to each Company employee set forth on Schedule 7.3(d) on this Agreement remain true and correct in all material respects as of the Closing Date; (vf) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyOperating Partnership Agreement; (vig) a certificate, dated lockup agreement in the form attached hereto as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b)Exhibit K; (viih) a certificate of Registration Rights Agreement substantially in the Secretary of Parent certifying and attaching form attached hereto as Exhibit E; (i) a Voting Agreement substantially in the form attached hereto as Exhibit G; (j) if requested by the Company, certified copies of all organizational documents for the bylaws Contributor, together with certified copies of Parentall appropriate limited liability company actions authorizing the execution, certifying delivery and attaching all requisite resolutions or actions of Parent’s board of directors approving performance by the execution and delivery Contributor of this Agreement Agreement, any related documents and the consummation Closing Documents; (k) evidence reasonably satisfactory to the Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the transactions contemplated herebyTitle Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (l) any other documents reasonably requested by the Company or the Operating Partnership to assign, transfer, convey, contribute and deliver the Holdings Interests, free and clear of all Encumbrances, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to effectuate the transactions contemplated hereby; and (viiim) a certificate all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Company or the Operating Partnership reasonably believes that it is required to file its organizational documentation or in which the recording of the Secretary of Merger Sub certifying Contribution and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Assumption Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyis required.

Closing Deliveries. Parent and Merger Sub must Administrative Agent shall have caused received each of the following documents documents, instruments, and agreements, each of which shall be in form and substance and executed in such counterparts (if applicable) as shall be acceptable to Administrative Agent and each of which shall, unless otherwise indicated, be delivered (or tendered subject only to Closing) to Companydated as of the Fourth Amendment Effective Date: (ia) the Escrow Agreement, counterparts hereof duly executed by Parentthe Borrower and each of the Lenders and consent and agreement counterparts hereof duly executed by the other Loan Parties; (iib) a certificate of a Financial Officer of the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters Borrower in substantially the form of Exhibit E attached heretoD-2 to the Credit Agreement (i) certifying that no Default has occurred, completed appropriately (ii) setting forth reasonably detailed calculations demonstrating pro forma compliance with the Consolidated Total Interest Coverage Ratio for the Rolling Period ended December 31, 2013 (without adding any Equity Cure Amounts or Equity Cure Rollover Amounts in the calculation of Annualized Consolidated EBITDA) and executed by Parent the Consolidated Total Leverage Ratio (calculated in accordance with Section 2.1), including, without limitation, reasonably detailed calculations of the Specified Projects EBITDA Adjustment for each Specified Project (including a reasonably detailed summary of the terms of the applicable customer contracts relating to such calculation), each Specified Project’s Scheduled Completion Date, and each Specified Project’s Projected Capacity (and, if applicable, any changes to be delivered by Parent such Projected Capacity and supporting information as required), (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the financial statements referred to each Company employee set in Section 7.04 of the Credit Agreement and, if any such change has occurred, specifying the effect of such change on such calculations, (iv) attaching reports setting forth on Schedule 7.3(d) on the Closing Date; processing volumes for the Rolling Period ended December 31, 2013, and (v) certifying as to the charter satisfaction of each of the conditions precedent set forth in this Section 2 (other than with respect to the Administrative Agent’s acceptance of the form and all amendments thereto substance of Parent the closing deliveries required under this Section 2.3); and (c) such other documents, instruments and Merger Subcertificates as the Administrative Agent or its counsel may reasonably request relating to the foregoing, the organization, existence and a certificate of good standing of the General Partner and each of Parent and Merger Subthe Loan Parties, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery authorization of this Agreement Amendment and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document legal matters relating to the transactions contemplated hereby; and (viii) a certificate of General Partner, the Secretary of Merger Sub certifying Loan Parties and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyAmendment.

Closing Deliveries. Parent and Merger Sub must have caused the following documents to be delivered (or tendered subject only to Closing) to Company: (i) At the Escrow AgreementClosing, executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreementunless otherwise provided, attached hereto as Exhibit DBuyer shall deliver, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and or cause to be delivered by Parent delivered, to each Company employee set forth on Schedule 7.3(d) on Sellers, as applicable, the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificatefollowing, dated as of the Closing DateDate and executed for and on behalf of Buyer by a duly authorized officer thereof: (1) the Purchase Price, which shall be delivered in the form of a wire transfer to Seller’s designated account of immediately available funds in an amount equal to the Base Price minus the unpaid principal and interest on all of the Bridge Notes; (2) the original of each of the Bridge Notes for cancellation in accordance with the terms thereof, together with a termination of the Security Agreements in accordance with their terms, and any UCC termination statements and other filings relating thereto; (3) one or more instruments of assumption, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (4) the certificates and other documents required to be delivered pursuant to Section 8.2; and (5) any and all other instruments, certificates and agreements contemplated by Article VIII or Article IX hereof or as Sellers may reasonably request in order to effectively make Buyer responsible for all Assumed Liabilities pursuant hereto to the fullest extent permitted by applicable law. (ii) At the Closing, Sellers shall deliver, or cause to be delivered, to Buyer the following, dated as of the Closing Date and executed for and on behalf of Sellers by duly authorized officers thereof: (1) a ▇▇▇▇ of Parent sale, in customary form and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) substance reasonably satisfactory to Buyer and (b)Sellers and their respective counsel; (vii2) a certificate one or more instruments of assumption, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (3) an instrument of assignment of Patents, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (4) an instrument of assignment of Copyrights, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (5) an instrument of assignment of Trademarks, in customary form and substance reasonably satisfactory to Buyer and Sellers and their respective counsel; (6) the Secretary of Parent certifying certificates and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying other documents required to the incumbency of the officers of Parent executing this Agreement and any other document relating be delivered pursuant to the transactions contemplated herebySection 8.1; and (viii7) a certificate any and all other instruments, certificates and agreements contemplated by Article VIII hereof or as Buyer may reasonably request in order to effectively transfer to Buyer all of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying Purchased Assets pursuant hereto to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyfullest extent permitted by applicable law.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the following documents Closing, each Seller (as applicable) shall deliver or cause to be delivered (or tendered subject only to Closing) to Companythe Purchaser: (i) stock certificates evidencing the Escrow AgreementTransferred Subsidiary Shares duly endorsed in blank, or accompanied by stock powers duly executed by Parentin blank and with all required stock transfer tax stamps affixed; (ii) the Exchange Agent Agreement ▇▇▇▇ of Sale, the Deeds with all Conveyance Tax stamps affixed, each Assignment of Lease, the Assignment of Transferred Intellectual Property and such other instruments, in form and substance reasonably satisfactory to the Purchaser, as may be reasonably requested by the Purchaser to effect the transfer of the Transferred Assets to the Purchaser or evidence such transfer on the public records, in each case duly executed by the Exchange Agent and Parentapplicable Asset Seller; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, Assumption Agreement executed by Parent and all other Persons party thereto except Company Shareholderseach applicable Asset Seller; (iv) offer letters in substantially executed counterparts of each Ancillary Agreement other than the form of Exhibit E attached hereto, completed appropriately Ancillary Agreements delivered pursuant to Section 2.10(a) (ii) and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date(iii); (v) a receipt for the charter and all amendments thereto of Parent and Merger SubPurchase Price, and a certificate of good standing of each of Parent and Merger Sub, as adjusted in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyaccordance with this Agreement; (vi) a certificatetrue and complete copy, dated as certified by the Secretary or an Assistant Secretary of the Closing Dateapplicable Seller, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) resolutions duly and (b)validly adopted by the Board of Directors of such Seller evidencing its authorization of the execution and delivery of this Agreement and each applicable Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate of the Secretary or an Assistant Secretary of Parent each Seller certifying the names and attaching copies signatures of the bylaws officers or other authorized Person of Parentsuch Seller authorized to sign this Agreement and each applicable Ancillary Agreement and the other documents to be delivered hereunder and thereunder; (viii) a certificate of the Secretary or an Assistant Secretary of each Transferred Subsidiary certifying that the transfer of the Transferred Subsidiary Shares has been duly noted in the corporate records of the corresponding Transferred Subsidiary; (ix) evidence that, after the Closing Date, the Business and all Receivables generated by the Mexican Business after the Closing Date shall not be subject to any securitization program of Rhodia or its Affiliates or any related Encumbrances other than Permitted Encumbrances; (x) written resignations or evidence of removal of each of the directors of the Transferred Subsidiaries; (xi) (A) evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets and (B) pay-off letters and evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets relating to the certain sale and leaseback transactions described in item 45 of Section 3.04(c) and item 2 of Section 3.07 of the Disclosure Schedule; and (xii) a certificate of a duly authorized officer or other authorized Person of the Sellers certifying as to the matters set forth in Section 8.02(a). (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Sellers (except as set forth in (vi) below): (i) the Purchase Price, as adjusted in accordance with this Agreement, by wire transfer in immediately available funds to the Purchase Price Bank Account; (ii) executed counterparts of each Ancillary Agreement to which the Purchaser is a party; (iii) a true and attaching all requisite complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions or actions duly and validly adopted by the Board of Parent’s board Directors of directors approving the Purchaser and the stockholders of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying Ancillary Agreements to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) which it is a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement party and the consummation of the transactions contemplated hereby, hereby and thereby; (iv) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying to the incumbency names and signatures of the officers of Merger Sub executing the Purchaser authorized to sign this Agreement and any the Ancillary Agreements and the other document relating documents to be delivered hereunder and thereunder; (v) a certificate of a duly authorized officer of the Purchaser certifying as to the transactions contemplated herebymatters set forth in Section 8.01(a); and (vi) the Estimated Mexican Net Debt by wire transfer in immediately available funds to a bank account or bank accounts to be designated by Rhodia in a written notice to the Purchaser at least five Business Days before the Closing. (c) At the Closing, Parent shall deliver or cause to be delivered to the Sellers, a certificate of the Secretary or an Assistant Secretary of Parent certifying the names and signatures of the officers of Parent authorized to sign this Agreement.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the following documents Closing, Purchaser shall deliver, or cause to be delivered, to Seller the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least three (3) business days prior to the Closing Date), of an amount in immediately available funds equal to the Purchase Price; (ii) the certificate to be delivered pursuant to Section 7.3(c); (iii) a counterpart of the Transition Services Agreement, in substantially the form attached as Exhibit A hereto (the “Transition Services Agreement”), duly executed by Purchaser or tendered subject only any of Purchaser’s Subsidiaries named as a party thereto; (iv) a counterpart of the Trademark License Agreement, in substantially the form attached as Exhibit B hereto (the “Trademark License Agreement”), duly executed by Purchaser; (v) a counterpart of the Intellectual Property License Agreement, in substantially the form attached as Exhibit C hereto (the “Intellectual Property License Agreement”), duly executed by Purchaser or any of Purchaser’s Subsidiaries named as a party thereto; (vi) a counterpart of the Assignment and Assumption Agreement and ▇▇▇▇ of Sale for the Purchased Assets and the Assumed Liabilities, by and among Seller, the other applicable members of the Seller Group party thereto and Purchaser (and, to Closingthe extent applicable, Purchaser’s Subsidiaries party thereto), in substantially the form attached as Exhibit D hereto (the “Assignment Agreement and ▇▇▇▇ of Sale”), duly executed by Purchaser or any of Purchaser’s Subsidiaries named as a party thereto; and (vii) to Companythe extent applicable, with respect to jurisdictions outside the United States in which the Purchased Assets or Assumed Liabilities are located, counterparts of each asset purchase agreement, ▇▇▇▇ of sale, certificate of title, deed, assignment or other agreement or instrument of transfer (in a form that is consistent with the terms and conditions of this Agreement, the Assignment Agreement and ▇▇▇▇ of Sale and otherwise customary in such jurisdiction) as the Parties mutually and reasonably agree are reasonably necessary or appropriate to effect the sale and transfer of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case, duly executed by Purchaser or any of Purchaser’s Subsidiaries named as a party thereto (provided that no such Foreign Closing Document shall in any way modify, amend, or constitute a waiver of, any provision of this Agreement or include any additional representations or warranties, covenants or agreements except to the extent required by the Law of the applicable jurisdiction or to the extent required to effectuate the conveyance or assignment of the applicable Purchased Asset in such jurisdiction, and, in the event of any inconsistency between this Agreement and a Foreign Closing Document, this Agreement will control to the extent permissible under applicable Law). (b) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following: (i) the Escrow Agreement, executed by Parentcertificate to be delivered pursuant to Section 7.2(d); (ii) a counterpart of the Exchange Agent Agreement Transition Services Agreement, duly executed by the Exchange Agent Seller and Parenteach Subsidiary of Seller named as a party thereto; (iii) a counterpart of the Registration Rights Trademark License Agreement, attached hereto as Exhibit D, duly executed by Parent and all other Persons party thereto except Company ShareholdersSeller; (iv) offer letters in substantially the form a counterpart of Exhibit E attached heretoIntellectual Property License Agreement, completed appropriately and duly executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing DateSeller; (v) a counterpart of the charter Assignment Agreement and all amendments thereto ▇▇▇▇ of Parent Sale, duly executed by Seller and Merger Sub, and each Subsidiary of Seller named as a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyparty thereto; (vi) to the extent applicable, counterparts of the Foreign Closing Documents, duly executed by Seller or each Subsidiary of Seller named as a certificateparty thereto; and (vii) (A) from Seller and each Subsidiary of Seller that sells, dated transfers or assigns (or is treated as selling, transferring or assigning, for U.S. federal income tax purposes) any Purchased Assets or Assumed Liabilities and that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), a duly executed certificate of non-foreign status, substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) and (B) from each Subsidiary of Seller that sells, transfers or assigns (or is treated as selling, transferring or assigning, for U.S. federal income tax purposes) any Purchased Assets or Assumed Liabilities and that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), a duly executed certificate to the effect that no such asset is a “United States real property interest.” (c) The assignment, transfer or conveyance of the Purchased Assets and the assumption of the Assumed Liabilities in non-U.S. jurisdictions contemplated hereunder will be effective as of the Closing. Notwithstanding anything herein to the contrary, to the extent that the transfer of any Purchased Assets and/or Assumed Liabilities in any particular non-U.S. jurisdiction cannot be completed at the Closing as a result of one or more Delayed Transfer Conditions not being satisfied at such time in such non-U.S. jurisdiction as of the Closing Date(including in respect of the Offer Employees in such jurisdiction) (and with respect to the Delayed Transfer Conditions set forth as item 1 or 3 on Annex 2.8, executed the satisfaction or waiver of which shall be determined by duly authorized officers Purchaser in its reasonable discretion), the Parties shall delay the closing of Parent the Transactions solely with respect to the transfer of the Purchased Assets and/or Assumed Liabilities located in such non-U.S. jurisdiction, the transfer of which are subject to such Delayed Transfer Conditions, until such Delayed Transfer Conditions have been satisfied (or waived by Purchaser with respect to the Delayed Transfer Conditions set forth as item 1 or 3 on Annex 2.8) in such jurisdiction (such jurisdiction, a “Delayed Transfer Jurisdiction” and Merger Subsuch delayed closing, certifying a “Delayed Transfer Closing”) and Seller shall use all reasonable best efforts to achieve the satisfaction of such requirements and to effect the conditions Delayed Transfer Closing as soon as practicable following the Closing. For the avoidance of doubt, in the case of any Delayed Transfer Jurisdiction, the legal interest in and to such Purchased Assets shall not be conveyed, assigned, transferred or delivered to Purchaser, and the Assumed Liabilities shall not be assumed by Purchaser, until the relevant Delayed Transfer Closing occurs. (d) To the extent applicable, from the Closing Date until the date on which any Purchased Assets in a Delayed Transfer Jurisdiction is transferred pursuant to a Foreign Closing Document, (i) Seller and its Subsidiaries shall hold and (to the extent that Purchaser or its designee is unable to operate such Purchased Assets in a Delayed Transfer Jurisdiction) operate such Purchased Assets in all material respects in the ordinary course of business consistent with past practice, and subject to the instructions of the Purchaser and its affiliates to the extent such instructions relate to the Business or such Purchased Assets and do not require any action to be taken in violation of applicable Law, and such Purchased Assets shall be so held and operated for the sole benefit and sole detriment of Purchaser so that all benefits and detriments attributable to such Purchased Assets in such Delayed Transfer Jurisdiction inure from and after the Closing solely to Purchaser; and (ii) Purchaser shall indemnify and hold Seller, its applicable Subsidiaries and their respective affiliates harmless from and against all Liabilities actually incurred as a result of Seller’s or any such Subsidiary’s or their respective affiliate’s post-Closing direct or indirect ownership, management or operation of any such Purchased Assets in such Delayed Transfer Jurisdiction (only to the extent that such Liabilities relate to the Business and are (or would be) Assumed Liabilities hereunder). (e) In the event any of the Delayed Transfer Conditions exist at the time of Closing with respect to the Purchased Assets or Assumed Liabilities in any jurisdiction (including in respect of the Offer Employees in such jurisdiction), the Parties shall (subject to the limitations otherwise set forth in Sections 7.3(athis Agreement) use their reasonable best efforts to promptly (i) make such filings and obtain any such required consents or approvals, (ii) resolve any such prohibitions under applicable Law, (iii) cause the expiration of any such mandatory waiting periods and (b); (viiiv) a certificate complete any such required notifications or consultations in each case as is necessary for the Parties to resolve the applicable Delayed Transfer Condition so that such Delayed Transfer Condition shall no longer apply, and promptly execute, or cause to be executed, the applicable Foreign Closing Document and transfer of the Secretary of Parent certifying related Purchased Assets and attaching copies of Assumed Liabilities, including the bylaws of ParentOffer Employees in such jurisdiction. Notwithstanding anything herein to the contrary, certifying and attaching all requisite resolutions neither Party shall have any obligation to agree to or actions of Parent’s board of directors approving the execution and delivery of offer any payments, fees or concessions or any amendments to this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and or any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyTransaction Documents.

Closing Deliveries. Parent and Merger Sub must have caused At the following documents Closing, the Company shall deliver (or cause to be delivered (or tendered subject only to Closingdelivered) to Companyeach Investor, in addition to all other closing deliveries set forth in Section 5 and Section 6, pursuant to Section 2.1: (i) a copy of the Escrow AgreementRegister of Members of the Company, executed duly certified by Parentthe registered agent of the Company, updated to reflect the subscription of the Subscription Shares by each of the Investors; (ii) a copy of duly executed share certificate issued in the Exchange Agent Agreement name of such Investor representing the Subscription Shares being issued to the Investor at the Closing, with the original (duly executed by for and on behalf of the Exchange Agent and ParentCompany) to be delivered to the Investors within ten (10) Business Days after the Closing; (iii) a copy of the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Register of Directors of the Company Shareholdersevidencing the appointment of the Investor Director; (iv) offer letters a copy of the Memorandum and Articles duly adopted by the Company’s Board and shareholders in substantially the form attached hereto as Exhibit A, with evidence of Exhibit E attached hereto, completed appropriately the filing of such adopted Memorandum and executed by Parent and Articles with the Registrar of Companies in the Cayman Islands to be delivered by Parent to each Company employee set forth on Schedule 7.3(dthe Investors within ten (10) on Business Days after the Closing DateClosing; (v) a copy of the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case Investors’ Rights Agreement duly certified as of dated not earlier than the tenth Business Day prior to Closing executed by the Secretaries of State of Tennessee Company, the Founder Parties and Georgia, respectivelythe Angel Investor Parties in the form attached hereto as Exhibit C; (vi) a certificate, dated as copy of the Closing Date, Director Indemnification Agreement duly executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of Company in the conditions set forth in Sections 7.3(a) and (b);form attached hereto as Exhibit D; and (vii) a certificate duly executed by one director of the Secretary Company (a) stating that the conditions specified in Section 5 have been fulfilled as of Parent certifying the Closing and (b) attaching thereto copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of that shall approve the transactions contemplated herebyunder the Transaction Documents, including without limitation, (i) the adoption of the Memorandum and Articles in the form attached hereto as Exhibit A, (ii) the adoption of the Investors’ Rights Agreement in the form attached hereto as Exhibit C, and certifying to (iii) the incumbency adoption of the officers of Parent executing this Director Indemnification Agreement and any other document relating to in the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated hereby.form attached hereto as Exhibit D.

Closing Deliveries. Parent and Merger Sub must have caused the following documents to be delivered (or tendered subject only to a) At Closing) to Company, Purchaser shall: (i) deliver, or cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Escrow Agreement, executed by Parent;Consideration Shares in favor of such Seller; and (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreementdeliver, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and or cause to be delivered by Parent delivered, to each Company employee set forth on Schedule 7.3(d) on Seller, the Closing Date; (v) the charter written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying in the satisfaction of the conditions form set forth in Sections 7.3(a) and Exhibit F. (b) At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of transfer of the Acquired Shares in favor of Purchaser; (ii) share certificates representing Sellers’ ownership of the Acquired Shares (for cancellation); (iii) a copy of the register of members of the Company dated as of the Closing Date and certified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) a certificate the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Secretary Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Parent certifying and attaching copies Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the bylaws of ParentClosing Date, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving in the execution and delivery of this Agreement and form set forth in Exhibit E; (ix) the consummation minutes of the transactions contemplated hereby, and certifying to the incumbency board meetings of the officers Company resolving that: (1) the instruments of Parent executing this Agreement and any other document relating transfer referred to in paragraph (i) above shall be approved for; (2) the transactions contemplated herebyresignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (viii3) a certificate such persons as Purchaser may nominate shall be appointed as the new directors of the Secretary Company; and (x) the complete set of Merger Sub certifying company seals and attaching copies chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement Company and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyCompany Subsidiaries.

Closing Deliveries. Parent and Merger Sub must have caused At the following documents Closing, Seller shall deliver or cause to be delivered (to Purchaser, and/or Purchaser shall deliver or tendered subject only cause to Closing) be delivered to CompanySeller, as applicable: (ia) A b▇▇▇ of sale and assignment and assumption agreement in substantially the Escrow Agreement, executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, form attached hereto as Exhibit DE (the “B▇▇▇ of Sale”), duly executed by Parent each Party thereto, and any other instruments of assignment and transfer duly executed by Seller and Aerojet, in form and substance reasonably satisfactory to counsel for Purchaser, sufficient to convey, transfer and assign to Purchaser all other Persons party thereto except Company Shareholdersright, title and interest of Seller and Aerojet (to the extent of their respective ownership interests) in and to the Purchased Assets; (ivb) offer letters The transition services agreement in substantially the form of attached hereto as Exhibit E attached heretoF (the “Transition Services Agreement”), completed appropriately and as revised by the Parties on or before Closing to delete those Services (as defined therein) which Purchaser will not require be provided by the Seller Parties in accordance with the terms thereof, duly executed by Parent each Party thereto; (c) A ground lease between Aerojet and Purchaser in substantially the form attached hereto as Exhibit G (the “Ground Lease”), and the documents provided for therein (provided that the parties shall cooperate to prepare Exhibits I-K of such Ground Lease as such exhibits are described therein, in form reasonably acceptable to both parties, prior to the Closing), each duly executed by each Party thereto; (d) A lease between Aerojet and Purchaser for certain warehouse buildings located on Aerojet land outside of the Leased Property in substantially the form attached hereto as Exhibit H (the “Warehouse Lease”), duly executed by each Party thereto; (e) A lease between Aerojet and Purchaser for a certain building located on the Leased Property in substantially the form attached hereto as Exhibit I (the “Aerojet Lease”), duly executed by each Party thereto; (f) The certificates and other documents required to be delivered by Parent pursuant to each Company employee set forth on Schedule 7.3(d) on the Closing DateARTICLE IX; (vg) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, Payment by wire transfer in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as immediately available funds of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction portion of the conditions set forth Purchase Price identified in Sections 7.3(aSection 3.1(b)(i) and (bas adjusted pursuant to the terms of Section 3.1(c); (viih) a certificate A true and complete copy, certified by the Secretary or an Assistant Secretary of each Party, of the Secretary of Parent certifying resolutions duly and attaching copies of validly adopted by the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving of that Party evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransaction; (i) The Trademark License Agreement as provided in Section 8.5, duly executed by each Party thereto; (j) A cross-receipt acknowledging Seller’s receipt of the Purchase Price and certifying Purchaser’s receipt of the Purchased Assets duly executed by each Party thereto; (k) For each Owned Property, a valid current certificate of use or occupancy issued by the applicable Governmental Authority (collectively, “Certificates of Use and Occupancy”); (l) All such other documents and instruments of assignment, transfer or conveyance as Purchaser may reasonably request or as may be otherwise necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Purchaser and to put Purchaser in actual possession or control of the Purchased Assets; (m) Subject to the incumbency provisions of Section 7.19 hereof, a license regarding certain Polyfox Intellectual Property in substantially the officers of Parent executing this Agreement form attached hereto as Exhibit J (the “Polyfox License”), duly executed by Aerojet and any other document relating Purchaser; (n) The Guaranty duly executed by Parent; (o) The Note, duly executed by Purchaser; (p) If required pursuant to Section 12.8 hereof, the transactions contemplated herebyPurchaser Guaranty duly executed by Purchaser; and (viiiq) a certificate All such other documents and instruments as Seller may reasonably request or as may be otherwise necessary or desirable to evidence and effect the assumption by Purchaser of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyAssumed Liabilities.

Closing Deliveries. Parent and Merger Sub must Administrative Agent shall have caused received each of the following documents documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be delivered (or tendered subject only to Closing) to Companydated the Closing Date: (i) a Note payable to the Escrow Agreementorder of each Bank, each in the amount of such Bank's Commitment, duly executed by ParentBorrower; (ii) Mortgages duly executed and delivered by Borrower creating first and prior Liens on all Mineral Interests owned by Borrower, including, without limitation, the Exchange Agent Agreement executed by the Exchange Agent and ParentApache Properties; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, a Security Agreement duly executed and delivered by Parent and all other Persons party thereto except Company ShareholdersBorrower; (iv) offer letters such financing statements on form UCC-1 (or any other form required by Lender in substantially its reasonable discretion) as Administrative Agent shall require to evidence and perfect the form Liens created by the Mortgages and the Security Agreement referenced in clauses (ii) and (iii) above, each of Exhibit E attached hereto, completed appropriately which shall be executed and executed by Parent and to be delivered by Parent to Borrower and filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (v) Facility Guarantees duly executed and delivered by Venus and EXCO; (vi) the Subordination Agreement duly executed and delivered by EXCO and acknowledged by Venus; (vii) a copy of the Articles of Incorporation and all amendments thereto of EXCO and Venus accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the Closing Date, issued by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of each Company employee set forth on Schedule 7.3(d) of EXCO and Venus, and accompanied by a certificate of the Secretary or comparable Authorized Officer of each of EXCO and Venus that such copy is true, correct and complete on the Closing Date; (vviii) a copy of the charter Bylaws and all amendments thereto of Parent each of EXCO and Merger Sub, and Venus accompanied by a certificate of good standing the Secretary or comparable Authorized Officer of each of Parent EXCO and Merger SubVenus that such copy is true, in each case duly certified correct and complete as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelydate hereof; (viix) a certificatecopy of the Certificate of Organization and all amendments thereto of Borrower accompanied by a certificate that such copy is true, correct and complete and dated as within ten (10) days of the Closing Date, executed issued by duly authorized officers of Parent and Merger Sub, certifying the satisfaction appropriate Governmental Authority of the conditions set forth in Sections 7.3(a) jurisdiction of incorporation or organization of Borrower, and (b); (vii) accompanied by a certificate of the Secretary or comparable Authorized Officer of Parent certifying Borrower that such copy is true, correct and attaching complete on the Closing Date; (x) a copy of the Limited Liability Company Agreement for Borrower together with a certificate from an Authorized Officer of Borrower stating that such copy is a true and correct copy of the Limited Liability Company Agreement for Borrower and that such Limited Liability Company Agreement has not been amended or modified in any respect and is in full force and effect on the Closing Date; (xi) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of each of EXCO, Venus and Borrower and to the effect that of each of EXCO, Venus and Borrower is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (xii) a certificate of incumbency of all officers of each of EXCO, Venus and Borrower who will be authorized to execute or attest to any Loan Paper on behalf of EXCO, Venus or Borrower dated the date hereof, executed by the Secretary or comparable Authorized Officer of such Person; (xiii) copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors comparable authorizations approving the execution Loan Papers and delivery of authorizing the transactions contemplated by this Agreement and the consummation other Loan Papers, duly adopted by the Board of Directors of each of EXCO and Venus and the Management Committee of Borrower; accompanied by certificates of the transactions contemplated herebySecretary or comparable Authorized Officer of each of EXCO, Venus and Borrower that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws of EXCO or Venus and the Limited Liability Company Agreement of Borrower) by the unanimous written consent of the Board of Directors of each of EXCO and Venus and the Management Committee of Borrower; and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and certifying are in full force and effect as of the date hereof; (xiv) an opinion of Hayn▇▇ & ▇oon▇, ▇.L.P., counsel for Borrower, EXCO and Venus, dated the date hereof, favorably opining as to the incumbency enforceability of each of the officers Loan Papers and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xv) an opinion of Parent executing Clif▇▇ ▇▇▇▇▇▇▇, ▇▇ecial counsel for Administrative Agent, favorably opining as to the enforceability of the Mortgages in the State of Louisiana and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xvi) such UCC-11 search reports as Administrative Agent shall require, prepared as of a date not more than twenty (20) days prior to the Closing Date, conducted in such jurisdictions and reflecting such names as Administrative Agent shall request; (xvii) a certificate signed by an Authorized Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all material respects, (B) no Default or Event of Default has occurred and is continuing, and (C) all conditions set forth in this Section 7.1 and Section 7.2 have been satisfied; (xviii) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit I attached hereto; (xix) a report or reports in form, scope and detail acceptable to Administrative Agent from environmental engineering firms acceptable to Administrative Agent setting forth the results of a current phase I environmental review of the Mineral Interests, which report(s) shall not reflect the existence of facts or circumstances which would constitute a material violation of any other document relating Applicable Environmental Law or which are likely to the transactions contemplated herebyresult in a material liability to Borrower or any of its Subsidiaries; and (viiixx) a certificate certificates from Borrower's insurance broker setting forth the insurance maintained by Borrower, stating that such insurance is in full force and effect, that all premiums due have been paid and stating that such insurance is adequate and complies with the requirements of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebySection 9.6.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the following documents Closing, the Seller and/or CGI will deliver or cause to be delivered (or tendered subject only to Closing) to Companythe Buyer: (i) a transition services Agreement by and between the Escrow Buyer and CGI (the “Transition Services Agreement, executed by Parent; (ii”) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E F attached hereto; (ii) a b▇▇▇ of sale in substantially the form of Exhibit B attached hereto (the “B▇▇▇ of Sale”), completed appropriately duly executed and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(dthe Seller; (iii) on an assignment and assumption agreement by and between the Closing DateBuyer and CGI in substantially the form of Exhibit C attached hereto (the “Assignment and Assumption Agreement”), duly executed and delivered by CGI and applicable Subsidiaries of CGI; (iv) an assignment and assumption and license-back agreement in respect of the Purchased Intellectual Property in substantially the form of Exhibit D attached hereto (the “IP Assignment and License Back Agreement”), duly executed and delivered by the Seller; (v) a declaration by R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc. (“RJA”) issued to CGI and the charter Seller (with a copy delivered by CGI to the Buyer) that summarizes the marketing process it has run for CGI, in sufficient detail to permit CGI to assess the adequacy of the process and the Seller to consider the commercial reasonableness of a private foreclosure sale to the Buyer, it being understood that such summary shall generally describe (with such redactions as are necessary to comply with the terms of any existing confidentiality agreements), the period(s) during which the marketing process occurred, the number of parties contacted, the number of parties that executed non-disclosure agreements, the number of parties that engaged in diligence, bids received to date and assets bid on (the “RJA Declaration”); (vi) UCC-3 termination statements terminating all amendments thereto financing statements filed against CGI, except with respect to the Equipment Leases; (vii) payoff letters and releases (in form and substance reasonably satisfactory to the Buyer) in respect of Parent and Merger Suball debt repayment amounts set forth on Section 2.7(a)(vii) of the CGI Disclosure Schedule, and a certificate evidence of good standing the release of Encumbrances, if any, associated with such amounts or evidence reasonably satisfactory to the Buyer and IDXG that upon receipt of the applicable payoff amount, the holder of Indebtedness thereof will release such Encumbrances (collectively, the “Payoff Letters”); (viii) an assignment and assumption agreement by and between the Buyer and CGI in substantially in the form of Exhibit G attached hereto (the “Equipment Lease Assignment and Assumption Agreement”), duly executed and delivered by CGI and/or applicable Subsidiaries of CGI; (ix) the Consents and Government Authorizations set forth in Schedule 2.7(a)(ix) (collectively, “Closing Consents”), each in form and substance reasonably acceptable to the Buyer; (x) the Funds Flow, duly executed by Seller and CGI; (xi) the Excess Consideration Note, duly executed by the Seller; (xii) affidavits from each of Parent Seller, CGI and Merger SubGentris, LLC of non-foreign status, satisfying the requirements of Treasury Regulations Section 1.445-2(b); and (xiii) a b▇▇▇ of sale in substantially the form of Exhibit K attached hereto (the “Company B▇▇▇ of Sale”), duly executed and delivered by CGI and/or applicable Subsidiaries of CGI. (b) At the Closing, the Buyer will deliver, or cause to be delivered, to the Seller or its designee/assignee: (i) by wire transfer of immediately available funds, the payments required by, and in accordance with, Section 2.8; and (ii) the B▇▇▇ of Sale, the Company B▇▇▇ of Sale, the Assignment and Assumption Agreement, the IP Assignment and License-Back Agreement, the Transition Services Agreement, the Equipment Lease Assignment and Assumption Agreement, the Excess Consideration Note and the Funds Flow, each duly executed and delivered by the Buyer. (c) At the Closing, the Buyer will deliver, or cause to be delivered to CGI: the B▇▇▇ of Sale, the Company B▇▇▇ of Sale, the Assignment and Assumption Agreement, the IP Assignment and License-Back Agreement, the Equipment Lease Assignment and Assumption Agreement and the Transition Services Agreement, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing executed and delivered by the Secretaries of State of Tennessee and Georgia, respectively;Buyer. (vid) a certificateAt the Closing, dated as the Seller will deliver, or cause to be delivered, to CGI (i) evidence, reasonably satisfactory to CGI, of the Closing Daterelease of all Encumbrances held by, executed or existing in respect of Indebtedness due to the Seller and SVB, and (ii) by duly authorized officers wire transfer of Parent and Merger Subimmediately available funds, certifying the satisfaction of the conditions applicable payment amounts set forth on the Funds Flow in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyaccordance with Section 2.8.

Closing Deliveries. Parent and Merger Sub must have caused the following documents At or prior to be delivered (or tendered subject only to each Closing) to Company: (i) to the Escrow Agreementextent that RCAP’s Class B Units are certificated, RCAP shall deliver to the Corporation certificates representing the number of Class B Units that, collectively, comprise the Operating Subsidiaries Group Units to be Exchanged for Class A Shares as specified in the applicable Exchange Request (or an affidavit of loss in lieu thereof in customary form, but without any requirement to post a bond or furnish any other security), accompanied by unit powers, in form reasonably satisfactory to the corporate secretary of the Corporation (the “Transfer Agent”), duly executed in blank by ParentRCAP or its duly authorized attorney; (ii) RCAP shall deliver to the Corporation for cancellation one or more certificates representing a number of Class B Shares equal to the number of Operating Subsidiaries Group Units specified in the applicable Exchange Request, subject to adjustment based on the Exchange Agent Agreement Rate in effect at the applicable Closing (or an affidavit of loss in lieu thereof in customary form, but without any requirement to post a bond or furnish any other security), accompanied by stock powers, in form reasonably satisfactory to the Transfer Agent, duly executed in blank by the Exchange Agent and ParentRCAP or its duly authorized attorney; (iii) if applicable, RCAP shall deliver evidence reasonably satisfactory to the Registration Rights Corporation that all Liens on its Operating Subsidiaries Group Units and Class B Shares delivered pursuant to Sections 2.01(e)(i) and 2.01(e)(ii) have been released (other than transfer restrictions imposed by or under applicable securities laws, the LLC Agreements and this Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders); (iv) offer letters if RCAP delivers to the Corporation, pursuant to either Section 2.01(e)(i) or 2.01(e)(ii), a certificate representing a number of Class B Units or Class B Shares that is greater than the number of Operating Subsidiaries Group Units or Class B Shares specified in substantially the form of Exhibit E attached heretoapplicable Exchange Request, completed appropriately and executed by Parent and the Corporation will deliver (and, if applicable, cause the Operating Subsidiaries to be delivered by Parent deliver) to each Company employee set forth on Schedule 7.3(d) on RCAP certificates representing the Closing Dateexcess Class B Units or Class B Shares, as applicable; (v) each Operating Subsidiary shall deliver to the charter and all amendments thereto of Parent and Merger Sub, and Corporation a certificate (or other indicia of good standing ownership) representing the number of each Class A Units of Parent such Operating Subsidiary equal to the number of Class B Units of such Operating Subsidiary that were Exchanged and Merger Subthereafter automatically converted, in each case duly certified as accordance with Section 3.02(b) of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgiasuch Operating Subsidiary’s LLC Agreement, respectively;into Class B Units; and (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) Corporation shall deliver to RCAP a certificate representing the number of Class A Shares that RCAP is entitled to receive for Operating Subsidiaries Group Units in the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyExchange.

Closing Deliveries. Parent At or prior to the Closing, (a) Chemtura shall, and Merger Sub must have caused shall cause the following documents other Sellers to, deliver or cause to be delivered to Purchaser (or tendered subject only to Closingand, where applicable, the Country-Specific Purchasers) to Companythe following: (i) an executed copy of an assignment and assumption agreement, substantially in the Escrow form of Exhibit A, providing for the assumption of Assumed Liabilities by Purchaser (the “Assignment and Assumption Agreement, executed by Parent”); (ii) executed copies of the Exchange Agent Agreement executed by the Exchange Agent and ParentInternational Asset Purchase Agreements; (iii) executed copies of the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company ShareholdersInternational Stock Purchase Agreements; (iv) offer letters such bills of sale, certificates of title and other instruments of transfer and conveyance as are reasonably necessary to transfer (or record with any Governmental Authority the transfer of) the Transferred Assets in accordance herewith; (v) an executed copy of the Transition Services Agreement; (vi) an executed copy of each Supply Agreement; (vii) an executed copy of the IP License Agreement; (viii) an executed copy of each of the Brazilian Closing Agreements; (ix) executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit B (subject to changes in such form as may be required by local Laws or as may be customary in each jurisdiction), with respect to each Transferred Real Property Lease (collectively, the “Real Property Lease Assignments”); (x) certificates representing the Equity Interests in the Transferred Entities, duly endorsed in blank or accompanied with appropriate stock powers and with all stock transfer Tax stamps affixed if stock, or duly executed assignments of such Equity Interests which are not held in the form of Exhibit E attached heretostock, completed appropriately or other documents as may be necessary under applicable Laws to transfer ownership of such Equity Interests to Purchaser or its specified designees; (xi) a certificate from each relevant Seller, in form and executed by Parent substance reasonably satisfactory to Purchaser, establishing that the transfer of any Transferred Asset that is a United States real property interest within the meaning of Section 897(c) of the Code is exempt from withholding under Section 1445 of the Code; (xii) resignations of those officers and directors of any Transferred Entity that Purchaser shall request in writing at least 5 Business Days prior to be delivered by Parent to the Closing; (xiii) certificate of good standing (or the functional equivalent thereof, if any, in the applicable jurisdiction) of each Company employee set forth Transferred Entity identified with an asterisk on Schedule 7.3(d) on B in its applicable jurisdiction of formation dated no earlier than ten Business Days prior to the Closing Date; (vxiv) the charter payoff letters and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior lien releases with respect to any Closing by the Secretaries of State of Tennessee and Georgia, respectively; Indebtedness that constitutes indebtedness for borrowed money (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating liens agreed upon in good faith by the parties), in a form reasonably acceptable to the transactions contemplated herebyparties; and (viiixv) a certificate unaudited consolidated statements of income of the Secretary Business in a form substantially similar to the “Hyperion P&L” statements contained in the “Project Platinum” online data room (items 3.2.29.1 and 3.2.29.2) for each month in calendar year 2014 ended 45 days or more prior to the Closing Date. (b) Purchaser (and, where applicable, the Country-Specific Purchasers) shall deliver to Chemtura the following: (i) an executed copy of Merger Sub certifying and attaching copies each of the bylaws of Merger Sub, certifying Assignment and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving Assumption Agreement; each International Asset Purchase Agreement; each International Stock Purchase Agreement; the execution and delivery of this Agreement Transition Services Agreement; the Supply Agreements; the IP License Agreement; the Real Property Lease Assignments; and the consummation Brazilian Closing Agreements; (ii) all such other documents and instruments of assumption as shall be reasonably necessary for Purchaser (and, where applicable, the transactions contemplated herebyCountry-Specific Purchasers) to assume the Assumed Liabilities in accordance herewith; and (iii) stock certificates or, and certifying to the incumbency at Chemtura’s option, evidence of the officers shares in book-entry form, representing 2,000,000 shares of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyPurchaser Common Stock.

Closing Deliveries. Parent Purchaser shall have received, in form and Merger Sub must have caused substance reasonably satisfactory to Purchaser, such agreements, documents, instruments and certificates as shall be reasonably requested by Purchaser to consummate the transactions contemplated hereby to and convey to Purchaser all of the Shares as contemplated herein, including the following documents to be delivered (or tendered subject only to Closing) to Companyduly executed instruments: (ia) all consents listed on Schedule 3.3, except for the Escrow AgreementRegulatory Approvals, executed by Parentif any; (iib) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to a good standing certificate for each Company employee set forth on Schedule 7.3(d) on Entity, dated within 5 days of the Closing Date; (vc) Stock Certificates relating to the charter Shares and the ADEXCOMM Shares and Unit Certificates relating to the Units; (d) a Secretary’s Certificate of each Company Entity, certifying as to resolutions adopted by the Board of Directors of such Company Entity approving the transactions described herein; (e) an employment agreement between ▇▇▇▇▇▇▇ and the Company on terms satisfactory to Purchaser, including, but not limited to, the following terms and conditions: (i) one year from Closing Date term; (ii) $225,000 in salary; (iii) 10% bonus tied to an increase in EBITDA over a threshold amount (“▇▇▇▇▇▇▇’▇ Employment Agreement”); (f) a payoff letter or similar documentation, in form reasonably acceptable to Purchaser, with respect to all amendments thereto Closing Payoff Debt, which letters (each a “Payoff Letter”) provide for the full satisfaction of Parent and Merger Suball obligations related to the Closing Payoff Debt, and a certificate with respect to any secured Closing Payoff Debt, the release of good standing of each of Parent and Merger Suball Liens relating to such Closing Payoff Debt, in each case duly certified as following satisfaction of dated not earlier than the tenth Business Day prior to terms contained in such Payoff Letters; together with executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by each Person holding Closing by the Secretaries Payoff Debt that provides for a security interest in any assets of State of Tennessee and Georgia, respectivelya Company Entity; (vig) a certificateconfidentiality agreement, dated as of the Closing Datein form reasonably acceptable to Purchaser, executed by duly authorized officers of Parent ADEX Medical, ADEX Telecom, Inc. and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyADEX LLC; and (viiih) a certificate subordination agreement substantially in the form of Exhibit C executed by each Seller (the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated hereby“Subordination Agreement”).

Closing Deliveries. Parent and Merger Sub must have caused At or prior to the following documents to be delivered Closing: (or tendered subject only to Closinga) to CompanyThe Acquirer shall: (i) deliver the Escrow Shares to the Escrow Agent to be held pursuant to the Escrow Agreement, executed by Parent; (ii) deliver the Exchange Agent Agreement executed by the Exchange Agent and ParentShares to such Owners, to such accounts as are set forth across from each Owner’s name on Schedule 2.11(a)(ii); (iii) deliver to the Registration Rights Owners’ Representative a counterpart signature page to the Escrow Agreement, attached hereto as Exhibit D, duly executed by Parent and all other Persons party thereto except Company Shareholders;the Acquirer. (iv) offer letters in substantially deliver to the form of Exhibit E attached heretoOwners’ Representative the counterpart signature page to the Registration Rights and Lock-Up Agreement, completed appropriately and duly executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing DateAcquirer; (v) deliver to the charter and all amendments thereto of Parent and Merger Sub, and Owners’ Representative a certificate signed by an authorized officer of good standing of each of Parent the Acquirer stating that the conditions specified in Section 8.3(a) and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelySection 8.3(b) have been satisfied; (vi) a certificatedeliver written resignations (in each case, dated effective as of the Closing Date, executed by duly authorized officers Closing) of Parent and Merger Sub, certifying the satisfaction each director of the conditions set forth in Sections 7.3(a) and Acquirer (bother than ▇▇▇▇ ▇▇▇▇▇); (vii) a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Acquirer, stating that the conditions specified in Sections 8.3(a), 8.3(b) and 8.3(c) have been satisfied; (viii) deliver to the Target Company and the Owners’ Representative a certificate signed by the Secretary of Parent the Acquirer certifying as to (A) the certificate of incorporation and attaching copies bylaws (or equivalent governing documents) of the bylaws Acquirer and Merger Sub, (B) the resolutions adopted by the Board of Parent, certifying Directors of the Acquirer and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of ▇▇▇▇▇▇ Sub regarding this Agreement and the consummation of the transactions contemplated hereby, and certifying to (C) the incumbency names and signatures of the officers of Parent executing the Acquirer and the Merger Sub authorized to sign this Agreement and any other document relating to the transactions contemplated herebyAgreement; and (viiiix) such other documents, instruments or certificate as reasonably requested by the Target Company or the Owners’ Representative. (b) The Target Company and the Owners, as applicable, shall deliver (or cause to be delivered) to the Acquirer each of the following (each in a form and substance reasonably satisfactory to the Acquirer): (i) certificates, duly endorsed in blank or accompanied by a stock power duly endorsed in blank, or other applicable instruments of assignment, in each case, with respect to the Target Company’s Equity Interests; (ii) certificate of merger in such form as is required by the relevant provisions of the DGCL to effect the Merger; (iii) a certificate of good standing (or equivalent thereof), dated not more than ten (10) days prior to the Closing Date, with respect to the Target Company, issued by the appropriate government official of the Target Company’s jurisdiction of organization or formation; (iv) an IRS Form W-9 executed by each Owner, as applicable; (v) a counterpart signature page to the Escrow Agreement, duly executed by the Owners’ Representative; (vi) a counterpart signature page to the Registration Rights and Lock-Up Agreement, duly executed by the Owners; (vii) evidence that each Related Party Transaction (other than those set forth on Schedule 2.11(b)(vii)) has been terminated as of the Closing Date with no further liability or other losses to the Acquirer or the Target Company; (viii) written resignations (in each case, effective as of the Closing) of each manager, director or officer of the Target Company set forth on Schedule 2.11(b)(viii), duly executed by each such Person; (ix) a certificate signed by the Owners stating that the conditions specified in Sections 8.2(a), 8.2(b), and 8.2(c) have been satisfied; (x) a certificate signed by the Secretary of Merger Sub certifying and attaching copies the Target Company dated as of the bylaws of Merger SubClosing Date, certifying as to (A) the certificate of incorporation and attaching all requisite bylaws (or equivalent governing documents) of the Target Company, (B) the resolutions or actions adopted by the Board of Merger Sub’s board Directors of directors and stockholders approving the execution and delivery of Target Company regarding this Agreement and the consummation of Transactions contemplated hereby and (C) the transactions contemplated hereby, names and certifying to the incumbency signatures of the officers of Merger Sub executing the Target Company authorized to sign this Agreement; (xi) audited financial statements of the Target Company as of and for the fiscal years ended 2020 and 2021 in accordance with Section 12.18; (xii) evidence reasonably satisfactory to the Acquirer that all Convertible Notes have been converted into Target Company Common Stock and there are no Convertible Notes or other convertible debt instruments convertible into Target Company Equity Interests that will be outstanding as of the Effective Time; (xiii) evidence reasonably satisfactory to the Acquirer that holders of Target Company Stock Options have acknowledged receipt of each Target Company Stock Option; (xiv) an executed Owner ▇▇▇▇▇▇▇ for each Owner other than the Owners who are signatories to this Agreement and as of the date hereof (including, for the avoidance of doubt, all Persons who become Owners of Target Company Common Stock as a result of the conversion of any other document relating Convertible Notes held by such Person or the exercise of any Target Company Options or Target Company Warrants prior to the transactions contemplated herebyEffective Time); and (xv) such other documents, instruments or certificates as shall be reasonably requested by Acquirer.

Closing Deliveries. Parent and Merger Sub must have caused (a) At or prior to the following documents Closing, the Company will issue, deliver or cause to be delivered to the Purchaser (or tendered subject only to Closingeach Individual Purchaser, as the case may be) to Company:the following (“Company Deliverables”): (i) this Agreement, duly executed by the Escrow AgreementCompany; (ii) stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 4.2(b)), evidencing the Shares to be purchased by each Individual Purchaser, which for any such Individual Purchaser shall be equal to (A) ( 1) the aggregate number of shares of Common Stock to be purchased by the Purchaser, multiplied by (2) the percentage allocation specified for such Individual Purchaser in Annex I hereto, and (B) (1) the aggregate number of shares of Nonvoting Preferred Stock to be purchased by the Purchaser, multiplied by (2) the percentage allocation specified for such Individual Purchaser in Annex I hereto, registered in the name of the applicable Individual Purchaser or as otherwise set forth on such Individual Purchaser’s Stock Certificate Questionnaire included as Exhibit A hereto (“Stock Certificates”); (iii) a legal opinion of Company Counsel, dated as of the Closing Date, in substantially the form attached hereto as Exhibit B, executed by Parentsuch counsel and addressed to the Purchaser, which opinion shall be identical in all material respects to any opinion that may be delivered to the Other Purchasers as part of the Private Placement; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit C, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors approving the transactions contemplated by the Transaction Documents, including the issuance of the Shares under this Agreement and the shares of Common Stock under the Other Purchase Agreements, (b) certifying the current versions of the Constituent Documents of the Company, and (c) certifying as to the signatures and authority of the individuals signing the Transaction Documents and related documents on behalf of the Company; (vi) a certificate of the Chief Executive Officer of the Company, in substantially the form attached hereto as Exhibit D, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.l(a), 5.l(b) and 5.lG); and (vii) a Certificate of Good Standing and a Certificate of Existence for the Company from the Louisiana Secretary of State dated as of a recent date. (b) At or prior to the Closing, the Purchaser (or each Individual Purchaser, as the case may be) will deliver or cause to be delivered to the Company the following (“Purchaser Deliverables”): (i) this Agreement, duly executed by each Individual Purchaser; (ii) the Exchange Agent Agreement executed Subscription Amount, in U.S. dollars and in immediately available funds, by wire transfer in accordance with the Exchange Agent and Parent;Company’s written instructions; provided that each Individual Purchaser shall so deliver its portion of the Subscription Amount in the amount specified for such individual in Annex I hereto. (iii) the Registration Rights Agreement, duly executed by each Individual Purchaser; and (iv) a fully completed Stock Certificate Questionnaire for each Individual Purchaser in the form attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated hereby.A.

Closing Deliveries. (a) At the Closing, Parent and Merger Sub must have caused the following documents will deliver, or cause to be delivered (or tendered subject only delivered, to Closing) to CompanyBuyer: (i) the Escrow AgreementDeed, duly executed and acknowledged by ParentSeller and in recordable form; (ii) the Exchange Agent Agreement ▇▇▇▇ of Sale, duly executed by the Exchange Agent and ParentSeller; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed copies of all Seller’s Required Consents obtained by Parent and all other Persons party thereto except Company Shareholdersor Seller ; (iv) offer letters in substantially the form certificate of Exhibit E attached heretoincorporation, completed appropriately and executed by certificate of formation or similar formation document of each of Parent and Seller, certified as of a date not earlier than 15 days prior to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date, by the office of the Secretary of State of such entity’s organization; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing with respect to (A) Seller , dated as of a date not earlier than 20 days prior to the Closing Date, from the office of the Secretary of State of such entity’s organization and from the office of Secretary of State of each state in which Seller is qualified or licensed to do business as a foreign limited liability company, and (B) Parent, dated as of a date not earlier than 20 days prior to the Closing Date, from the office of the Secretary of State of such entity’s organization; (vi) copies, certified on the Closing Date by the Secretary or Assistant Secretary of each of Parent and Merger SubSeller of corporate or limited liability company resolutions, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgiaapplicable, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving authorizing the execution and delivery of this Agreement and each Ancillary Agreement to which Parent or Seller is a party, and the consummation of the transactions contemplated hereby, hereby and certifying to thereby; (vii) a certificate dated the incumbency Closing Date of the officers Secretary or Assistant Secretary of each of Parent executing and Seller identifying the name and title and bearing the signatures of the respective officers thereof authorized to execute and deliver this Agreement and any other document relating each Ancillary Agreement to the transactions contemplated hereby; andwhich Parent or Seller is a party; (viii) a complete copy of the Organizational Documents as in effect on the Closing Date of each of Parent and Seller, certified by the Secretary or Assistant Secretary of each of Parent and Seller; and (ix) such other documents as Buyer may reasonably request to carry out the purposes of this Agreement. (b) At the Closing, Buyer will issue to Cinergy Corp. in full satisfaction of the Purchase Price one or more promissory notes, each in substantially the form attached as Exhibit A to the Buyer’s Petition filed with the Indiana Utility Regulatory Commission in Cause No. 42311 on October 18, 2002. In addition, Buyer will deliver, or cause to be delivered, to Seller: (i) the Assumption Agreement, duly executed by Buyer; (ii) copies of all Buyer’s Required Consents obtained by Buyer; (iii) the certificate of incorporation, certificate of formation or similar formation document of Buyer , certified as of a date not earlier than 20 days prior to the Closing Date, by the office of the Secretary of Merger Sub certifying and attaching copies State of such entity’s organization; (iv) copies, certified on the bylaws Closing Date by the Secretary or Assistant Secretary of Merger SubBuyer, certifying and attaching all requisite of corporate resolutions or actions of Merger Sub’s board of directors and stockholders approving authorizing the execution and delivery of this Agreement and each Ancillary Agreement to which Buyer is a party, and the consummation of the transactions contemplated hereby, hereby and certifying to thereby; (v) a certificate dated the incumbency Closing Date of the Secretary or Assistant Secretary of Buyer identifying the name and title and bearing the signatures of the officers of Merger Sub executing thereof authorized to execute and deliver this Agreement and any each Ancillary Agreement to which Buyer is a party; (vi) a complete copy of the Organizational Documents as in effect on the Closing Date of Buyer, certified by the Secretary or Assistant Secretary of Buyer; and (vii) such other document relating documents as Seller or Parent may reasonably request to carry out the transactions contemplated herebypurposes of this Agreement.

Closing Deliveries. Parent and Merger Sub must have caused At the following documents Closing: (a) each Founder shall deliver or cause to be delivered (or tendered subject only to Closing) to Companydelivered: (i) to New United, such documents or instruments as may be necessary or that New United may reasonably request in order to effect the Escrow merger of each of the Founder Newcos into New United, in accordance with the Founder Newco Merger Agreements and this Agreement, executed including (if applicable) (A) delivery of certificates representing all of the issued and outstanding limited liability company membership interests of the applicable Founder Newco for cancellation against delivery of the applicable Founder Consideration Shares and (B) evidence of the full and unconditional release of any Liens and Restrictions on the shares of United Common Stock held by Parenteach of the Founder Newcos, as set forth in Section 2.2(b); (ii) to Liberty, Liberty Global, New United and each other Founder, duly executed counterparts of the Exchange Agent Agreement executed by the Exchange Agent and ParentStockholders Agreement; (iii) to New United and each other Founder, duly executed counterparts of the Voting Agreement; and (iv) if such Founder is a Series E Holder, (A) to United, the stock certificate or stock certificates representing all shares of United Series E Preferred Stock held by such Series E Holder for cancellation against delivery of the appropriate number of shares of Surviving Entity Class A Stock, as contemplated by the United/New United Merger Agreement, and (B) to New United and each other Series E Holder, duly executed counterparts of the Exchange Agreement. (b) Liberty Global shall deliver or cause to be delivered: (i) to New United, the stock certificate or stock certificates representing the Liberty Global Shares, all duly endorsed in blank or with separate notarized stock powers attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documentary or transfer tax stamps affixed; (ii) to New United, Liberty and each Founder, duly executed counterparts of the Stockholders Agreement; (iii) to New United and Liberty, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders;; and (iv) offer letters to New United and Liberty, duly executed counterparts of the New United Covenant Agreement. (c) ▇▇▇▇▇▇▇▇▇ shall deliver to New United a stock certificate representing one share of United Class A Stock, duly endorsed in substantially blank or with a separate notarized stock power attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documents or transfer tax stamps affixed. 50 (d) Liberty shall deliver or cause to be delivered: (i) to New United, (A) the Belmarken Notes or the proceeds thereof, in each case in proper form of Exhibit E attached heretofor transfer, completed appropriately and (B) appropriate instruments, duly executed by Parent Liberty Sub, assigning all of Liberty Sub's rights and obligations under the Belmarken Loan Agreements, (C) payment of the Cash Contribution, (D) the Note Shares and (E) the Liberty UPC Bonds and/or the Restructuring Proceeds, in each case in proper form for transfer; (ii) to be delivered by Parent New United and LMI, duly executed counterparts of the No Waiver Agreement; (iii) [Reserved.] (iv) to New United, Liberty Global and each Company employee set forth on Schedule 7.3(d) on Founder, duly executed counterparts of the Closing DateStockholders' Agreement; (v) to New United and Liberty Global, duly executed counterparts of the charter Standstill Agreement and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyRegistration Rights Agreement; (vi) a certificateto United and Liberty Global, dated as duly executed counterparts of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b)United/Liberty Agreement; (vii) a certificate to Liberty Global and New United, duly executed counterparts of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyNew United Covenant Agreement; and (viii) a certificate to UIPI (A) payment of the Secretary Note Repayment Amount by delivery of Merger Sub certifying cash, Liberty 2009 Notes or a combination thereof, as provided in Section 2.3 and attaching copies (B) if applicable, a duly executed counterpart of the bylaws Liberty 2009 Notes Registration Rights Agreement. (e) New United shall deliver or cause to be delivered: (i) to Liberty Global or the appropriate 4 Contributing Party or Contributing Parties, newly issued stock certificates representing the Liberty Global Consideration Shares; (ii) to each Founder, newly issued stock certificates representing the Founder Consideration Shares to be issued to such Founder pursuant to Section 2.2(b), registered in the name of Merger such Founder; (iii) to Liberty or the appropriate Contributing Party or Contributing Parties, newly issued stock certificates representing the Liberty Consideration Shares and the Liberty Contribution Shares; (iv) to Liberty, appropriate instruments, duly executed by New United, assuming all of Liberty Sub's obligations under the Belmarken Loan Agreements; (v) to Liberty and LMI, certifying duly executed counterparts of the No Waiver Agreement; (vi) to Liberty Global, Liberty and attaching all requisite resolutions or actions each Founder, duly executed counterparts of Merger Sub’s board the Stockholders Agreement; (vii) to each Founder, duly executed counterparts of directors the Voting Agreement; (viii) to Liberty Global and stockholders approving Liberty, duly executed counterparts of the execution and delivery of this Standstill Agreement and the consummation Registration Rights Agreement; (ix) to United, duly executed counterparts 4 of the transactions Certificate of Merger and the Preferred Exchange Agreement; (x) to each Series E Holder, duly executed counterparts of the Exchange Agreement; and (xi) to Liberty and Liberty Global, duly executed counterparts of the New United Covenant Agreement. (f) United shall deliver or cause to be delivered: (i) to New United, duly executed counterparts of the Certificate of Merger and the Preferred Exchange Agreement; 51 (ii) to Liberty, (A) the $310,000,000 Notes for cancellation against payment of the Note Repayment Amount by delivery of cash, Liberty 2009 Notes or a combination thereof, as provided in Section 2.3, (B) if applicable, a counterpart of the Liberty 2009 Notes Registration Rights Agreement, duly executed by UIPI and United and (C) an appropriate instrument, duly executed by United and by each beneficiary of the Liberty Guaranty, irrevocably releasing Liberty from all of its obligations under the Liberty Guaranty; and (iii) to Liberty and Liberty Global, duly executed counterparts of the United/Liberty Agreement; and (iv) to each Series E Holder, newly issued stock certificates representing the shares of Surviving Entity Class A Stock to be issued to such Series E Holder, as contemplated herebyby the United/New United Merger Agreement, registered in the name of such Series E Holder. (g) LMI shall deliver or cause to be delivered to New United and certifying Liberty, duly executed counterparts of the No Waiver Agreement. (h) Each of the parties shall also deliver or cause to be delivered the certificates, opinions and other documents required by Articles VIII, IX, X, XI and XII. (i) All shares of New United Class C Stock required to be delivered to a Liberty Party shall be represented by newly issued stock certificates registered in the name of the applicable Liberty Party or, at its direction, an Affiliate thereof. All payments of cash to be made to a party or an Affiliate thereof shall be made by wire transfer of immediately available funds to an account or accounts at a domestic bank identified by the applicable party by written notice to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating party making or causing to be made such payment at least three Business Days prior to the transactions contemplated herebyapplicable Closing.

Closing Deliveries. Parent and Merger Sub must At the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused the following documents to be delivered (or tendered subject only to Closing) to CompanyTop Favour and the Top Favour Shareholders the following: (i) the Escrow Agreement, this Agreement duly executed by ParentAbleauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the Exchange Agent Agreement executed by the Exchange Agent offices he currently holds with Ableauctions to be effective upon Closing and Parentconfirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the Registration Rights Agreementresignation of such directors to take effect immediately, attached hereto as Exhibit Dother than ▇▇▇▇▇ ▇▇▇▇▇, executed by Parent and all other Persons party thereto except Company Shareholderswhose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) offer letters resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in substantially the form agreed by the parties; d. fixing the number of Exhibit E attached heretoauthorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, completed appropriately effective on the Closing Date, and executed by Parent and the appointment of designees of Mr. Lv as additional directors to be delivered by Parent to each Company employee serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except ▇▇▇▇▇ ▇▇▇▇▇ becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth on Schedule 7.3(dopposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board ▇▇ ▇▇▇ Chief Financial Officer, Treasurer and Secretary (v) on a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vvi) an instruction letter signed by the charter President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and all amendments thereto consistent with the terms of Parent and Merger Subthis Agreement, and instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of good standing the Secretary of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificateAbleauctions, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(aas to (i) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent Ableauctions executing this Agreement and any all exhibits and schedules hereto and all other document relating documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated herebythereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (viiiix) a certificate of such other documents as Top Favour and/or the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to Top Favour Shareholders may reasonably request in connection with the transactions contemplated hereby.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the following documents Closing, the Sellers shall deliver or cause a Company Entity to be delivered (or tendered subject only deliver, as applicable, to Closing) to CompanyPurchaser: (i) The Escrow Agreement executed between the Escrow AgreementAgent, executed by Parentthe Sellers and Purchaser on terms that are mutually acceptable to the parties; (ii) Copies of resolutions, certified by a duly authorized representative of the Exchange Agent Company, as to the authorization of this Agreement executed and all of the transactions contemplated hereby by the Exchange Agent and ParentCompany; (iii) An assignment of the Registration Rights Agreement, Membership Interests to Purchaser substantially in the form attached hereto as Exhibit DB, duly executed by Parent each Seller, and all copies of resolutions or other Persons party thereto except Company Shareholdersdocumentation, certified by a duly authorized representative of the Company, as necessary to admit Purchaser as a member of the Company; (iv) offer letters Certificates of existence or similar certificates in substantially the form of Exhibit E attached heretoNorth Carolina and each other jurisdiction where any Company Entity is qualified to do business, completed appropriately and executed by Parent and dated not more than ten (10) Business Days prior to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date, certifying as to the good standing of each such Company Entity in such jurisdictions; (v) Copies reasonably acceptable to Purchaser of all consents, approvals and notices listed in Section 2.11(a)(v) of the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyDisclosure Schedule; (vi) a certificate, dated as A release from each of the Closing DateSellers in substantially the form attached hereto as Exhibit C, duly executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction in favor of the conditions set forth in Sections 7.3(a) and (b)Company; (vii) Payoff letters (including lien releases) and/or invoices in a form reasonably satisfactory to Purchaser from each of the Persons to which any of the Closing Date Indebtedness listed in Section 2.11(a)(vii) of the Company Disclosure Schedule or any Company Transaction Expenses are payable by any member of the Company Group; (viii) Written resignations of each of the managers, directors and officers of the Company Entities; (ix) A certificate of the Secretary of Parent certifying and attaching copies non-foreign status that complies with Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (x) An IRS Form W-9 duly executed by each of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation Sellers; (xi) A subscription agreement duly executed by each of the transactions contemplated hereby, and certifying Sellers that is mutually acceptable to the incumbency parties and reflects customary terms for like agreements, providing for the issuance of the officers Closing Date Equity Consideration to each Seller; (xii) All books and records of Parent executing this Agreement and any other document the Company Entities or relating to their businesses and operations; (xiii) Such other documents and instruments as may be reasonably requested by Purchaser. (b) At the transactions contemplated herebyClosing, Purchaser shall deliver to the Sellers: (i) The Escrow Agreement executed between the Escrow Agent, the Sellers and Purchaser on terms that are mutually acceptable to the parties; (ii) A voting letter, in the form agreed to by the Sellers, duly executed by the majority stockholder of Purchaser; (iii) Payment of the Closing Date Cash Payment and Closing Date Equity Consideration, in accordance with Section 2.4; and (viiiiv) a certificate of Such other documents and instruments as may be reasonably requested by the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated hereby.Sellers

Closing Deliveries. Parent and Merger Sub must have caused (a) At least five (5) Business Days prior to the following documents Closing (except as noted below), Borrower shall issue, deliver or cause to be delivered to Initial Lender the following: the Note, free and clear of all restrictive and other legends (or tendered subject only except as provided in the form of Note attached hereto as Exhibit A), duly executed by Borrower, to be held in escrow and released upon the Closing; a notice of borrowing, substantially in the form attached hereto as Exhibit B, delivered by 10:00 a.m. (New York, New York time) to Company: (i) the Escrow Agreement“Notice of Borrowing”). a legal opinion of Borrower’s counsel, dated as of the Closing Date and substantially in the form attached hereto as Exhibit C, executed by Parent; (ii) such counsel and addressed to Lenders, to be released upon the Exchange Agent Agreement executed by Closing; a certificate of the Exchange Agent and Parent; (iii) Secretary of Borrower, in the Registration Rights Agreement, form attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed to be held in escrow and released upon the Closing, certifying: (A) the resolutions adopted by the board of directors of Borrower (the “Board”) or a duly authorized officers of Parent and Merger Sub, certifying committee thereof approving the satisfaction borrowing of the conditions set forth in Sections 7.3(aTerm Loan and approving the other transactions contemplated by this Agreement; (B) the current versions of the organizational documents and bylaws of Borrower; and (b); (viiC) as to the signatures and authority of persons signing this Agreement and related documents on behalf of Borrower; a certificate of the Secretary Chief Executive Officer, President or Chief Financial Officer of Parent certifying and attaching copies Borrower, in the form attached hereto as Exhibit E, dated as of the bylaws of ParentClosing Date, certifying to be held in escrow and attaching all requisite resolutions or actions of Parent’s board of directors approving released upon the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyClosing, and certifying to the incumbency fulfillment of the officers of Parent executing this Agreement conditions specified in 0(a), 0(b) and any other document relating to the transactions contemplated hereby0(d); and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies existence or good standing for Borrower from each of the bylaws jurisdictions of Merger SubBorrower’s incorporation and Borrower’s principal place of business, certifying each as of a recent date; a certificate of existence or good standing for the Bank from the jurisdiction of the Bank’s formation as of a recent date; and attaching a transfer to Initial Lender or its designee, in immediately available funds, of: (A) the closing fee indicated in (b); and (B) a reimbursement to Lender of all requisite resolutions of Lender’s reasonable transactional expenses in excess of $5,000; provided, however, that the maximum amount of transactional expenses for which Borrower shall reimburse Lender shall be $5,000; provided further, that the amounts payable hereunder may be paid through a net settlement of the Term Loan amount to be transferred to Borrower pursuant to Section 1.1 and Section 1.9(b)(ii) below. (b) On or actions prior to the Closing, Initial Lender shall deliver or cause to be delivered to Borrower the following: Schedule C, indicating the principal amount of Merger Sub’s board of directors the Term Loan and stockholders approving the execution and delivery of applicable interest rate, either attached to this Agreement, duly executed by the Initial Lender, or, if this Agreement has previously been delivered, in a separate written notice to Borrower; and a transfer to Borrower, in immediately available funds, of an amount equal to the consummation principal value of the transactions contemplated herebyTerm Loan extended (at the option of Initial Lender, and certifying net of any amounts due to Initial Lender pursuant to Section 1.9(a)), in accordance with written wire transfer instructions indicated in the Notice of Borrowing delivered by Borrower to Initial Lender at least five Business Days prior to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyClosing.

Closing Deliveries. Parent 8.1. At the Closing, Seller, at its sole cost and Merger Sub must have caused expense, shall deliver to Purchaser the following items and documents (which documents shall be in form and substance reasonably satisfactory to Purchaser’s attorneys): (a) a Special Warranty Deed in the form attached hereto as Exhibit F (the “Deed”), duly executed by Seller and acknowledged on behalf of Seller; (b) a ▇▇▇▇ of Sale in the form attached hereto as Exhibit G (the “▇▇▇▇ of Sale”) conveying, transferring and selling to Purchaser all right, title and interest of Seller in and to all of the Personal Property, executed by Seller; (c) an Assignment and Assumption of Leases, in the form attached hereto as Exhibit H (the “Assignment and Assumption of Leases”), executed by Seller; (d) a signed notice to each Tenant advising it of the within sale and directing it to pay rent to Purchaser or, at Purchaser’s option, to Purchaser’s designee in the form attached hereto as Exhibit I (the “Tenant Notification Letters”), executed by Seller; (e) subject to the terms of Section 2.4, evidence of the termination of each Contract which Purchaser notifies Seller it does not desire to assume (any such Contract being referred to as a “Terminated Contract” and all other Contracts being referred to as the “Assigned Contracts”); (f) to the extent within Seller’s possession or control, all (i) original licenses and permits pertaining to the Property and which may be required for the use or occupancy thereof (the “Licenses and Permits”), (ii) required permanent certificates of occupancy for the Improvements relating to such Property (“Certificates of Occupancy”), to the extent existing, and (iii) records and other documents pertaining to the ownership, operation and maintenance of the Property (the “Property Documents”); (g) to the extent within Seller’s possession or control, all assignable guaranties and warranties which Seller has received in connection with any work or services performed, or to be delivered performed with respect to, or equipment installed in the Property, and Seller shall cooperate with Purchaser at Purchaser’s expense in enforcing any such guaranties and warranties not assignable, which obligation shall survive the Closing (or tendered subject only to Closingthe “Guaranties and Warranties”); (h) to Company:an Assignment and Assumption of the Assigned Contracts, Licenses and Permits, Certificates of Occupancy, Property Documents and Guaranties and Warranties in the form attached hereto as Exhibit J (the “Assignment and Assumption of Contracts”), executed by Seller; (i) an Assignment and Assumption of Intangible Property, in the Escrow Agreement, executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, form attached hereto as Exhibit DU (the “Assignment and Assumption of Intangible Property”), executed by Parent and all other Persons party thereto except Company ShareholdersSeller; (ivj) offer letters a signed notice to each contract party (other than Seller), or service or materials provider or supplier under the Assigned Contracts advising it of the within sale and directing it to address all correspondence and bills to Purchaser or, at Purchaser’s option, to Purchaser’s designee in substantially the form of attached hereto as Exhibit E attached heretoK (the “Assigned Contract Notification Letters”), completed appropriately and executed by Parent Seller; (k) an executed Affidavit of Non-Foreign Status, in the form attached hereto as Exhibit L, executed by Seller, certifying that Seller is not a “foreign person” pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; (l) an executed IRS Form 1099; (m) copies of such organizational documents and consents of Seller and its managing member, including, without limitation, good standing certificates, as Purchaser or the Title Company shall reasonably require; (n) to the extent within Seller’s possession or control, all keys to entrance doors to, and equipment and utility rooms located in, the Property, which keys shall be properly tagged for identification; (o) any and all documents, affidavits and/or instruments required to be delivered filed by Parent Seller in connection with the imposition and/or payment of any and all applicable federal, state, county, municipal or other transfer taxes with respect to each Company employee the transactions set forth herein (collectively, “Transfer Tax Documentation”), in proper form for submission, prepared, executed and acknowledged by Seller; (p) such reasonable and customary affidavits, indemnities and other deliveries as are required by the Title Insurance Company to deliver so-called “extended coverage”, executed by Seller (or such other persons as may be required by the Title Company), it being agreed that the affidavit attached as Exhibit O is deemed reasonable and customary; (q) to the extent within Seller’s possession or control, all books, records, property maintenance and other files (on Schedule 7.3(dcomputer disc, if available) maintained by Seller, or by Seller’s agents, with respect to the Property; (r) to the extent within Seller’s possession or control, any and all plans and specifications pertaining to the Property; (s) all deliveries required to be made pursuant to the provisions of Section 6.6 of this Agreement; (t) a certification updating the representations and warranties given by Seller pursuant to Section 9.1 hereof, executed by Seller; (u) to the extent within Seller’s possession or control, the lessor’s original executed counterparts of all Leases and Assigned Contracts, together with all lease files maintained in connection therewith and all books, records, property maintenance and other files (on computer disc, if available) maintained by Seller, or by Seller’s agents, with respect to the Closing DateProperty, including, without limitation, originals of all amendments and modifications of the Leases and original counterparts of all guarantees thereunder, and copies of all correspondence and other contents of Seller’s Lease files for all Tenants; (v) the charter evidence of termination of any and all amendments thereto leases, or other occupancy, operational, or other arrangements in effect between Seller and any affiliate of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior or party related to Closing by the Secretaries of State of Tennessee and Georgia, respectivelySeller; (viw) a certificate, dated the Seller Estoppel Certificate (as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (bhereinafter defined); (viix) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of such other documents as may be reasonably required to effectuate the transactions contemplated herebyby this Agreement, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyby the Existing Loan Purchase Agreement (it being agreed that documents required to be executed and delivered by Seller, Existing Loan Borrower, CBF or their respective affiliates in accordance with the terms of the Existing Loan Purchase Agreement (as it exists on the Effective Date) shall be deemed reasonably required), and/or to effectuate the closing of the transaction contemplated hereunder (including, without limitation, the documentation described in Section 13.1); and (viiiy) if requested by Purchaser, an assignment of Seller’s right to pursue to conclusion the condominium conversion process triggered by filing of the Public Offering Statement, in the form attached hereto as Exhibit N (the “Assignment of Rights Under Public Offering Statement”). 8.2. At the Closing, Purchaser, at its sole cost and expense, shall deliver to Seller the following, each document hereafter mentioned to be in form and substance reasonably satisfactory to Seller’s attorneys: (a) the balance of the Purchase Price; (b) the Assignment and Assumption of Leases, executed by Purchaser; (c) the Assignment and Assumption of Contracts, executed by Purchaser; (d) the Assignment and Assumption of Intangible Property, executed by Purchaser; (e) a certificate certification updating the representations and warranties given by Purchaser pursuant to Section 9.2 of this Agreement, executed by Purchaser; (f) the Tenant Notification Letters, executed by Purchaser; (g) the Assumed Contract Notification Letters, executed by Purchaser; (h) the Transfer Tax Documentation, if applicable, executed by Purchaser (if required by law); (i) such other documents as may be reasonably required to effectuate the transaction contemplated by the Agreement and/or to effectuate the closing of the Secretary of Merger Sub certifying transaction contemplated hereunder; and (j) the Assumption and attaching copies of the bylaws of Merger SubRelease Agreement, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement executed by Purchaser and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyExisting Loan Purchaser.

Closing Deliveries. Parent and Merger Sub must have caused (a) On or prior to the following documents Closing, Amyris shall deliver, or cause to be delivered (or tendered subject only delivered, to Closing) to Company: (i) the Escrow Agreement, executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and Nikko a certificate of good standing of each of Parent and Merger SubAmyris’ Secretary or other duly authorized officer, in each case duly certified as of dated not earlier than the tenth Business Day prior a form reasonably acceptable to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger SubNikko, certifying the satisfaction of the conditions set forth in Sections 7.3(athat (A) attached are true and (b); (vii) a certificate of the Secretary of Parent certifying and attaching correct copies of the bylaws resolutions of ParentAmyris authorizing the execution, certifying delivery and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery performance of this Agreement and the other documents to which it is a party contemplated hereby and thereby and the consummation of the transactions contemplated herebyby this Agreement, (B) all such resolutions are in full force and certifying to effect and have not been repealed or contravened, (C) such resolutions constitute all the incumbency of resolutions adopted in connection with the officers of Parent executing transactions contemplated by this Agreement and (D) all of its representations and warranties set forth herein are true and correct. Further, on or prior to the Closing, Amyris shall provide (i) written consents to consummate the transaction contemplated hereby, which are issued by all of the financial institution(s) and other Persons lending money to or providing guarantees for Amyris (and whose consent is required for such consummation), (ii) written consent from Akzo Nobel SPG LLC confirming that the Company is entitled to exercise any and all rights under the Akzo Nobel Agreements or other document documentation relating to the transactions contemplated herebyAkzo Nobel Agreements reasonably satisfactory to Nikko, (iii) a statement pursuant to Treasury Regulation Section 1.1445-2(b), in a form reasonably satisfactory to Nikko, providing that Amyris is not a “foreign person” for purposes of Section 1445 of the Code, (iv) a list of Amyris’ debt-holders; and (v) warranty deed conveying the Real Property to the Company together with any necessary sewer, utility and access easements; (vi) a ▇▇▇▇ of sale and assignment from Amyris conveying to the Company the Assets; (vii) a statement of termination of the UCC financing statement filed for the First Western Bank & Trust (DBA All Lines Leasing); and (viii) financial statements of Glycotech/Salisbury. In relation to Section 3.2.(a)(i), Amyris hereby confirms that it will deliver a letter of waiver and release issued by Stegodon Corporation concerning the transactions contemplated by this Agreement and that no other consent is required to consummate such transactions in accordance with the terms of this Agreement. (b) On or prior to the Closing, each of Nikko Chemicals and Nissa shall deliver, or cause to be delivered, to Amyris a certificate of the Secretary of Merger Sub Nikko Chemicals’ or Nissa’s Secretary, as applicable, or other duly authorized officer, in a form reasonably acceptable to Amyris, certifying that (A) attached are true and attaching correct copies of the bylaws resolutions of Merger SubNikko Chemicals or Nissa, certifying as applicable, authorizing the execution, delivery and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery performance of this Agreement Agreement, the other documents and the other documents to which it is a party contemplated hereby and thereby and the consummation of the transactions contemplated herebyby this Agreement, (B) all such resolutions are in full force and certifying to effect and have not been repealed or contravened, (C) such resolutions constitute all the incumbency of resolutions adopted in connection with the officers of Merger Sub executing transactions contemplated by this Agreement and any other document relating to (D) all of its representations and warranties set forth herein are true and correct. Further, at the transactions contemplated herebyClosing, Nikko shall remit the Initial Purchase Price in accordance with Section 2.2.

Closing Deliveries. Parent and Merger Sub must have caused At Closing, the Parties shall make the following documents deliveries: (a) SolarMax shall make the following deliveries to be delivered (or tendered subject only to Closing) to Companythe JZH Holders: (i) certificates representing the Escrow Agreement, executed by ParentSolarMax Shares; (ii) the Exchange Agent Agreement Pledge Agreement, executed by the Exchange Agent and ParentSolarMax; (iii) the Registration Rights resolutions of its board of directors relating to authorization of this Agreement, attached hereto and the issuance of the SolarMax Shares, certified by an officer of SolarMax; and (iv) a good standing certificate from the Secretary of State of the State of Nevada as Exhibit Dto the good standing of SolarMax. (b) The JZH Holders shall deliver the following documents to SolarMax: (i) share certificates representing the BVI Shares for transfer to SolarMax accompanied by an instrument of transfer conveying all right, title and interest in and to the BVI Shares to SolarMax; (ii) the Pledge Agreement, executed by Parent the BVI Holders; (iii) a copy of the register of members of BVI HoldCo dated as of the Closing Date and all other Persons party thereto except Company Shareholderscertified by BVI HoldCo’s registered office provider in the British Virgin Islands, which reflects the transfer of the BVI Shares from the JZH Holders to SolarMax; (iv) offer letters in substantially a copy of the form register of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on directors of BVI HoldCo dated as of the Closing DateDate and certified by BVI HoldCo’s registered office provider in the British Virgin Islands, which reflects the resignation of all previous directors of BVI HoldCo and the composition of the board of directors of BVI HoldCo consisting solely of individuals designated by SolarMax; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of instruments signed by each of Parent and Merger Sub, in each case duly certified the record owners (the “Record Owners”) of the Company Interest as of dated not earlier than date of this Agreement as set forth on Exhibit A under the tenth Business Day prior heading “Record Owners” pursuant to Closing which they (A) confirm that they are the record owners of the Company Interests set forth on Exhibit A, (B) consent to and approve this Agreement and the transactions contemplated by this Agreement; (C) confirm that they have irrevocably assigned their ownership in the Secretaries Company Interests to HK Intermediate HoldCo; (D) agree that they will take all action necessary to obtain regulatory approval of State the transfer of Tennessee their ownership of the Company Interests to HK Intermediate HoldCo; (E) confirm that there is no action or proceeding pending or threatened which could impair their ability to complete the transfer to HK Intermediate HoldCo; (F) confirm that, except for their agreement to transfer the Company Interests to HK Intermediate HoldCo, their Company Interests are subject to no Encumbrances; and Georgia, respectively(G) such other matters as SolarMax or its counsel may request; (vi) a certificatethe written legal opinion of the PRC counsel for the Company, addressed to SolarMax and dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying in the satisfaction of the conditions form set forth in Sections 7.3(a) and (b)Exhibit B-1; (vii) a certificate the written legal opinion of the Secretary of Parent certifying BVI counsel for BVI HoldCo, addressed to SolarMax and attaching copies dated as of the bylaws Closing Date, in the form set forth in Exhibit B-2; (viii) stock powers executed in blank transferring the SolarMax Shares to SolarMax as provided in the Pledge Agreement; (ix) the complete set of Parentcompany stamps (including common stamp, certifying stamps for contractual purpose, financial stamps, legal representative stamps) and attaching all requisite resolutions or actions business licenses of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyeach Group Company; and (viiix) a certificate written resolutions of the Secretary members of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders BVI HoldCo approving the execution Transaction and delivery of this Agreement and waiving any rights under the consummation of BVI Articles for which waiver is required in order to consummate the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyTransaction.

Closing Deliveries. Parent and Merger Sub must have caused At the following documents Closing, (a) Purchaser shall deliver, or cause to be delivered (or tendered subject only delivered, to Closing) to CompanySeller: (i) subject to Section 1.9(a), to one or more accounts designated by Seller (such designation to be made in writing at least two (2) Business Days before the Escrow Confirmation Date), the Closing Purchase Price by wire transfer of immediately available funds; (ii) a counterpart to each of the Ancillary Agreements (other than the Assignment and Assumption Agreement and ▇▇▇▇ of Sale delivered under Section 1.12(a)(iv) and any Lease Assignment and Assumption Agreements delivered under Section 1.12(a)(v)) to which Purchaser or its designated Affiliate is a party, substantially in the forms attached as exhibits hereto, duly executed by Purchaser, as applicable; (iii) the certificate to be delivered pursuant to Section 7.2(a); (iv) to the extent any Purchased Asset (other than the Business Real Property) or Assumed Liability is not held by a Purchased Entity, a counterpart of the Assignment and Assumption Agreement and ▇▇▇▇ of Sale for such Purchased Assets (other than the Purchased Equity) and such Assumed Liabilities, by and among the applicable Seller Entities, the applicable Rexam Entities and Purchaser, substantially in the form attached as Exhibit C hereto (the “Assignment and Assumption Agreement and ▇▇▇▇ of Sale”), duly executed by Purchaser or its designated Affiliate; (v) with respect to each Lease for a Leased Business Real Property to be assigned to Purchaser (and not indirectly conveyed by transfer of the applicable Purchased Entity), a duly executed counterpart of a lease assignment and assumption agreement for such Lease, in substantially the form attached hereto as Exhibit F or in such other form as may be reasonably required by the landlord under such Lease (the “Lease Assignment and Assumption Agreement”); and (vi) with respect to jurisdictions outside the United States in which Purchased Assets (including, for the avoidance of doubt, the Purchased Equity) or Assumed Liabilities are located, other forms and agreements as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement, as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Entities or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing Documents”), in each case duly executed (as required) by Purchaser or its designated Affiliate. (b) Seller shall deliver, or cause to be delivered, to Purchaser: (i) such bills of sale, share/stock transfer forms, share transfer deeds or notarial copies of share transfer deeds (or, in the event notarial copies cannot be available at Closing, certified copies of share transfer deeds), stock powers or other instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, pursuant to any applicable Foreign Acquisition Agreement, and otherwise consistent in such jurisdictions) as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Entities, in each case duly executed by Parentthe applicable Seller Entities and Rexam Entities; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parentcertificate to be delivered pursuant to Section 7.1(a); (iii) counterparts of the Registration Rights Agreement, attached hereto as Exhibit D, Assignment and Assumption Agreement and ▇▇▇▇ of Sale duly executed by Parent and all other Persons each Seller Entity named as a party thereto except Company Shareholdersand each Rexam Entity named as party thereto, as applicable; (iv) offer letters a special warranty deed in substantially customary form for each Facility and each Owned Business Real Property located in the form United States and such deeds, bills of Exhibit E attached heretosale, completed appropriately assignments, certificates of title, transfer forms and executed by Parent other documents and to be delivered by Parent to instruments for each Company employee set forth on Schedule 7.3(d) on Facility and each Owned Business Real Property located outside the Closing DateUnited States (each, a “Deed”); (v) the charter and all amendments thereto customary owner’s affidavits of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified title as of dated not earlier than the tenth Business Day prior to Closing may be reasonably required by the Secretaries title company of State Purchaser’s choosing in connection with the conveyance of Tennessee and Georgia, respectivelythe Owned Business Real Property located in the United States; (vi) a certificate, dated as counterparts of the Foreign Closing Date, Documents duly executed by duly authorized officers of Parent each Seller Entity named as a party thereto and Merger Subeach Rexam Entity named as a party thereto, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b)as applicable; (vii) a certificate certificate, executed by Rexam Beverage Can Company that complies with Treasury Regulation Section 1.1445—2(b)(2) of the Secretary Code, substantially in the form of Parent certifying Exhibit D hereto; (viii) counterparts to the Ancillary Agreements (other than the Assignment and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Assumption Agreement and the consummation ▇▇▇▇ of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement Sale delivered under Section 1.12(b)(iii) and any other document relating to Lease Assignment and Assumption Agreements delivered under Section 1.12(b)(ix)), substantially in the transactions contemplated herebyforms attached as exhibits hereto, duly executed by the applicable Seller Entities and Rexam Entities; (ix) a duly executed counterpart of each Lease Assignment and Assumption Agreement; and (viiix) a certificate of receipt for the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyClosing Purchase Price.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the following documents to be delivered (or tendered subject only to Closing) to Company, Seller shall deliver into escrow with the Escrow Agent: (i) the Escrow Agreement, executed by ParentThe Deed; (ii) Two (2) original executed counterparts of the Exchange Agent Agreement executed by the Exchange Agent ▇▇▇▇ of Sale and Parent;Assignment (iii) the Registration Rights AgreementTwo (2) original executed counterparts of a ▇▇▇▇ of Sale, attached hereto as Exhibit D, executed by Parent pursuant to which Seller transfers any Personal Property and all other Persons party thereto except Company ShareholdersEquipment to Purchaser; (iv) offer letters in substantially Three (3) original counterparts of the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing DateSettlement Statement; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyOriginal executed Lease Status Report; (vi) a certificateOriginal executed GSA Consent; (vii) A certification of Seller’s representations, dated stating that all the representations in Section 8.1 remain true and correct as of the Closing Date, executed by duly authorized officers of Parent Seller; (viii) An affidavit in a form acceptable to Purchaser and Merger Sub, certifying as prescribed in the satisfaction Foreign Investment in Real Property Transfer Act of the conditions set forth in Sections 7.3(aInternal Revenue Code and the regulations promulgated thereon which certifies that Seller is not a “foreign person” as defined therein; (ix) Any and all other documents reasonably required of Seller to consummate the transaction contemplated hereby. (bx) Original, or if original is not available, copy of the applicable GSA Lease; (xi) Originals, or if originals are not available, copies of the Assumed Property Contracts (which Assumed Property Contracts may be delivered by leaving them at the Property); (viixii) a certificate of To the Secretary of Parent certifying extent they are in Seller’s possession (a) unless posted at the Property, all licenses and attaching copies of the bylaws of Parentpermits, certifying authorizations and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying approvals pertaining to the incumbency Premises and (b) all guarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements erected on the Premises; (xiii) Releases in recordable form from any creditor who has filed a lawsuit and lis pendens against the Property; (xiv) To the extent they are in Seller’s possession, originals or, if originals are not available, copies, of all Plans and Specifications, technical manuals and similar materials for the officers Property (which materials may be delivered by leaving them at the Property). (xv) Original executed Rent Direction Notice from Seller to the depository institution in which Seller regularly deposits rents from the Property. (xvi) Evidence of Parent executing this Agreement Seller’s termination of all Property Contracts, effective as of Closing, of all Property Contracts other than the Assumed Property Contracts. (b) At the Closing, Purchaser shall deliver into escrow with the Escrow Agent: (i) An amount equal to the Purchase Price less the Deposit and any other document relating to amounts due from Purchaser as indicated on the transactions contemplated herebySettlement Statement; (ii) Three (3) original counterparts of the executed Settlement Statement; (iii) Two (2) original executed counterparts of the ▇▇▇▇ of Sale and Assignment; and (viiiiv) a certificate Any and all other documents reasonably required of Purchaser to consummate the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions transaction contemplated hereby.

Closing Deliveries. Parent and Merger Sub must have caused (a) As soon as commercially practicable after the following documents Closing, the Seller will deliver or cause to be delivered (or tendered subject only to Closing) to Companythe Purchaser: (i) the Escrow Agreement, duly executed by ParentTransfer Documents; (ii) certificates representing the Exchange Agent Agreement executed Shares, duly endorsed in blank, with all the appropriate share transfer tax stamps affixed to the Transfer Documents; and (iii) resignations effective as of the Closing Date of each director and officer of the Company as the Purchaser may have requested in writing. (b) At the Closing, the Purchaser will deliver or cause to be delivered to the Seller the Closing Payment, less any amounts withheld in accordance with Section 6.9 hereof, by wire transfer of immediately available funds to the account specified by the Exchange Agent Seller. (c) Upon delivery of the items set forth in Section 1.5(a) to the Purchaser (such delivery date, the “Final Payment Date”), the Escrow Amount will be distributed to the Seller. In the event the Escrow Agreement has not been executed as of the Final Payment Date, the Purchaser will pay the Escrow Amount to the Seller on the Final Payment Date. (d) In the event that the documents set forth in Section 1.5(a) are not delivered within 90 calendar days of the Closing (which failure is not caused by any act or omission of the Purchaser), the Purchaser will be entitled to retain any interest accrued on the Escrow Amount pursuant to the Escrow Agreement through the termination of the Escrow Agreement. The parties further recognize and Parentagree that any breach of Section 1.5(a) may give rise to irreparable harm to the Purchaser for which money damages would not be an adequate remedy and, agree that, in addition to the other remedies, the Purchaser will be entitled to enforce the terms of this Agreement by decree of specific performance without the necessity of proving the inadequacy of a remedy of money damages. (e) In connection with the Closing, the parties, as applicable, will cause the Company to undertake the following as soon as reasonably practicable thereafter: (i) convene a meeting of the board of directors of the Company (the “Company Board”) to discuss the following: (A) approval of the transfer of Shares from the Seller to the Purchaser or its nominees as set forth in the Transfer Documents; and (B) the appointment of new directors nominated by the Purchaser to the Company Board; (ii) convene a second meeting of the Company Board within 7 days of the meeting referred to in subsection (i) above to note the resignations of the existing directors, as may be requested by the Purchaser; (iii) file a Form 32 for the Registration Rights Agreementresignation of the existing directors and appointment of new directors to the Company Board, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholdersrequired under applicable Law; (iv) offer letters in substantially record the form changes to the Register of Exhibit E attached hereto, completed appropriately and executed Members maintained by Parent and to be delivered by Parent to each the Company employee set forth on Schedule 7.3(d) on the Closing Dateunder applicable Law; (v) make an endorsement back of the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior Share Certificate submitted to Closing it by the Secretaries of State of Tennessee and Georgia, respectively;Purchaser; and (vi) a certificate, dated as of instruct the Closing Date, executed by duly Company’s bank to change the authorized officers of Parent and Merger Sub, certifying signatories for the satisfaction of the conditions set forth in Sections 7.3(aCompany’s bank account(s) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of persons designated by the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyPurchaser.

Closing Deliveries. Parent and Merger Sub must have caused (a) On or prior to the following documents Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (or tendered subject only to Closing) to Company:the “Company Deliverables”): (i) the Escrow this Agreement, duly executed by Parentthe Company; (ii) as the Exchange Company and such Purchaser agree, the Company shall cause the Transfer Agent Agreement executed by to issue, in book-entry form the Exchange number of Preferred Shares specified on such Purchaser’s signature page hereto (or, if the Company and such Purchaser shall have agreed, as indicated on such Purchaser’s signature pages hereto, that such Purchaser will receive Stock Certificates for their Preferred Shares, then the Company shall instead instruct the Transfer Agent and Parentto issue such specified Stock Certificates registered in the name of such Purchaser or as otherwise set forth on the Stock Certificate Questionnaire); (iii) a legal opinion of Company Puerto Rican Counsel, dated as of the Registration Rights Agreement, Closing Date and in the form attached hereto as Exhibit D, executed by Parent such counsel and all other Persons party thereto except Company Shareholdersaddressed to the Purchasers; (iv) offer letters a legal opinion of Company U.S. Counsel, dated as of the Closing Date and in substantially the form of attached hereto as Exhibit E attached heretoE, completed appropriately and executed by Parent such counsel and addressed to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing DatePurchasers; (v) the charter and all amendments thereto of Parent and Merger SubRegistration Rights Agreement, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing executed by the Secretaries of State of Tennessee and Georgia, respectivelyCompany (which shall be delivered on the date hereof); (vi) a certificatethe AST Escrow Agreement, dated as of the Closing Date, duly executed by duly authorized officers of Parent the Company and Merger Sub, certifying AST (which shall be delivered on the satisfaction of the conditions set forth in Sections 7.3(a) and (bdate hereof); (vii) a certificate of the Secretary of Parent certifying and attaching copies the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the bylaws Closing Date, (a) certifying the resolutions adopted by the Board of Parent, certifying and attaching all requisite resolutions Directors of the Company or actions of Parent’s board of directors a duly authorized committee thereof approving the execution and delivery of transactions contemplated by this Agreement and the consummation other Transaction Documents and the issuance of the transactions contemplated herebySecurities, (b) certifying the current versions of the Certificate of Incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the incumbency signatures and authority of persons signing the Transaction Documents and related documents on behalf of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyCompany; and (viii) the Compliance Certificate referred to in Section 5.1(f). (b) Each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following (the “Purchaser Deliverables”): (i) On or prior to the date hereof: a) this Agreement, duly executed by such Purchaser; b) the Registration Rights Agreement, duly executed by such Purchaser; c) a certificate of Custodian Agreement, if applicable, duly executed by such Purchaser; d) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger SubCompany, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of Stock Certificate Questionnaire in the transactions contemplated herebyforms attached hereto as Exhibits C-1 and C-2 , respectively; and e) if such Purchaser is not a Section 2.1(c)(iii) Purchaser, its Subscription Amount, in United States dollars and certifying in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the incumbency of Escrow Account in accordance with the officers of Merger Sub executing this Agreement and any other document relating Escrow Agent’s written instructions. (ii) On or prior to the transactions contemplated herebyClosing Date: a) if such Purchaser is a Section 2.1(c)(iii) Purchaser, then such Purchaser shall deliver or cause to be delivered to the Company on or prior to the Closing Date, its Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) At Closing, Parent and Merger Sub must have caused the following documents shall pay or deliver, or cause to be delivered (paid or tendered subject only delivered, as the case may be, to Closing) to CompanyNightlife: (i) an amount equal to the Escrow Agreement, executed by ParentCash Payment; (ii) an original stock certificate evidencing the Exchange Agent Agreement executed by the Exchange Agent and ParentStock Consideration; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, Transaction Documents duly executed by Parent and all other Persons party thereto except Company Shareholders;the Acquiring Parties, as applicable; and (iv) offer letters A certificate, in substantially form and substance reasonably satisfactory to Nightlife, signed by an authorized officer of each of the form Acquiring Parties certifying the matters described in Section 7.1. (b) At the Closing, the Transferor Parties shall deliver to Acquiror: (i) The Transferred Assets, including without limitation, copies of Exhibit E attached heretoall books, completed appropriately records, files, and executed by Parent documents of each Transferor relating to any of the Transferred Assets or otherwise related or necessary to the commercial exploitation of the Transferred Assets or the Business, and without limiting the foregoing, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation, with all electronic media to be delivered fully functioning; provided that if Acquiror waives the closing condition that a Required Consent be obtained for any Transferred Contract, such Transferred Contract shall not be assigned to Acquiror at the Closing, but shall instead be assigned at such time as the Required Consent is obtained; (ii) Transaction Documents duly executed by Parent the Transferor Parties, as applicable; (iii) A certificate, in form and substance reasonably satisfactory to Acquiror, signed by each Company employee Transferor certifying the matters described in Section 6.1; and (iv) All Required Consents set forth on Schedule 7.3(d) on the Closing Date; (v) the charter 6.3, all Governmental Authorizations and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions and/or waivers under Transferred Contracts set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of on Schedule 6.4 required to consummate the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing by this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyAgreement.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the following documents Closing, the Shareholders shall deliver or cause to be delivered (or tendered subject only to Closing) to CompanyPSI: (i) the Escrow an executed counterpart of each Employment Agreement, duly executed by Parentthe Executive that is a party thereto; (ii) an executed counterpart of the Exchange Agent Agreement Facility Lease, duly executed by an authorized representative of the Exchange Agent and ParentLandlord; (iii) constructive possession of the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company ShareholdersRecords of PPPI; (iv) offer letters in substantially a good standing certificate for PPPI issued by the form Secretary of Exhibit E attached heretoState of the State of Illinois, completed appropriately and executed by Parent and no earlier than ten (10) calendar days prior to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) an affidavit from the charter and all amendments thereto Seller substantially in the form set forth in Section 1.1445-2(b)(2)(iv) of Parent and Merger Subthe Treasury regulations, and certifying under penalties of perjury that the Seller is not a certificate “foreign person” within the meaning of good standing Section 1445 of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyCode; (vi) a certificate, dated as certificate representing all of the Closing Dateissued and outstanding shares of PPPI Stock, executed duly endorsed in blank or accompanied by a stock power duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth endorsed in Sections 7.3(a) and (b)blank; (vii) a certificate from a duly authorized officer of the Secretary of Parent certifying and attaching copies Seller, in form reasonably satisfactory to PSI, setting forth the resolutions of the bylaws Board of Parent, certifying and attaching all requisite resolutions or actions Directors of Parent’s board of directors approving the Seller authorizing the execution and delivery of this Agreement and all Ancillary Agreements to which the consummation Seller is a party and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated hereby, herein and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebytherein; and (viii) such other usual and customary documents and instruments as PSI may reasonably request. (b) At the Closing, PSI shall deliver to the Seller: (i) the Cash Payment in the manner and to the Persons specified in Section 2.5 below; (ii) a certificate from the Secretary or an Assistant Secretary of PSI, in form reasonably satisfactory to the Shareholders, setting forth the resolutions of the Secretary Board of Merger Sub certifying and attaching copies Directors of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving PSI authorizing the execution and delivery of this Agreement and all Ancillary Agreements to which PSI is a party and the consummation taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated hereby, herein and certifying therein; (iii) a good standing certificate for PSI issued by the Secretary of State of the State of Delaware no earlier than ten (10) calendar days prior to the incumbency of Closing Date; and (iv) such other usual and customary documents and instruments as the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyShareholders may reasonably request.

Closing Deliveries. Parent At the Closing: (a) ▇▇▇▇▇▇ Europe and Merger Sub must have caused the following documents Families’ Agents shall deliver, or cause to be delivered (or tendered subject only with certified copies delivered to Closing) each others), to CompanyNewco, Bidco and the PE Fund: (i) duly completed signed transfer forms (ordres de mouvement) in favor of Newco or Bidco, as the Escrow case may be, with respect to the Target Shares sold or contributed to Newco or Bidco, as the case may be, pursuant to this Agreement, executed by Parentwhich when all such transfer forms are taken together, effect the transfer to Newco or Bidco, as the case may be, of all the Target Shares to be delivered as at the Closing; (ii) duly completed and signed tax transfer forms (formulaire Cerfa n°2759 DGI) in respect of all the Exchange Agent Target Shares to be sold to Bidco in accordance with the terms of this Agreement executed by the Exchange Agent (three (3) original copies per Seller), it being expressly agreed that Bidco shall sign such forms and Parentthat a single tax transfer form shall be completed for sold shares originally divided between bare ownership (nue-propriété) and usufruct (usufruit); (iii) the Registration Rights Agreementup-to-date transfer register (registre des mouvements de titres) and the shareholders’ accounts (fiches individuelles d’actionnaires) of the Target duly indicating the transfer to Newco or Bidco, attached hereto as Exhibit Dthe case may be, executed by Parent of all the Target Shares to be transferred at the Closing, free and clear of all other Persons party thereto except Company ShareholdersEncumbrances; (iv) offer letters the subscription forms corresponding to the subscriptions described in substantially the form of Exhibit E attached hereto, completed appropriately Sections 3.2 to 3.4 and executed by Parent and 4.1 to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date4.4; (v) the charter minutes of the extraordinary general meeting of the Target’s shareholders (actionnaires commanditaires) and all amendments thereto the meeting of Parent the Target’s unlimited partners (associés commandités) which, inter alia, approve and Merger Subauthorize, subject to the Closing, the Conversion of the Target, approve Newco and a certificate Bidco as new Shareholders of good standing the Target and, as the case may be, approve the pledge to be granted to the Banks and its beneficiary; Table of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively;Contents (vi) a certificate, dated as copy of the Closing Datepowers of attorney, executed by duly authorized officers of Parent and Merger Subin agreed form, certifying for each Seller that shall not attend the satisfaction of the conditions set forth in Sections 7.3(a) and (b)Closing; (vii) a certificate of reliance letters for the Secretary of Parent certifying and attaching copies of the bylaws of ParentVDD Report to Newco, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement Bidco and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; andBanks in satisfactory form for them; (viii) a certificate copy of the Secretary of Merger Sub certifying and attaching copies ▇▇▇▇▇▇ Gras Savoye Ré Agreement duly signed, according to Clause 10.3; and (ix) a copy of the bylaws duly completed signed transfer forms in favor of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement Target and the consummation corresponding duly completed and signed tax transfer forms for the ▇▇▇▇▇ Minority Shares and the Gras Minority Shares, according to Section 9.4. (b) Bidco and the PE Fund shall deliver to ▇▇▇▇▇▇ Europe and the Families’ Agents evidence of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document wire transfers relating to the transactions contemplated herebyfull payment of the Purchase Price in accordance with Section 8.2.

Closing Deliveries. Parent and Merger Sub must have caused At the following documents to be delivered (or tendered subject only to Closing) to Company: (iA) Seller shall deliver to Purchaser: (1) certificates representing the Escrow AgreementShares, duly endorsed in blank or accompanied by stock powers duly executed by Parentin proper form for transfer to Purchaser; (ii2) an Assignment and Assumption of Option Agreement in substantially the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, form attached hereto as Exhibit DA (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by Parent Seller and all other Persons party thereto except Company Shareholderseach Optionee; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii3) a certificate of the Secretary of Parent certifying Seller certifying, as complete and attaching accurate as of the Closing, attached copies of the bylaws articles of Parentincorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of Parent’s the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyby this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (4) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the incumbency of the officers and directors of Parent executing this Agreement the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and any other document relating to Purchaser in such amount; (2) the transactions contemplated herebyAssignment Agreement, duly executed by Purchaser; and (viii3) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, Purchaser certifying and attaching all requisite resolutions or actions of Merger Sub’s the board of directors and stockholders of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyby this Agreement, and certifying to the incumbency and signatures of the officers of Merger Sub Purchaser executing this Agreement and any other document relating contemplated hereby to the transactions contemplated herebybe executed by Purchaser.

Closing Deliveries. Parent and Merger Sub must have caused (a) Except as otherwise indicated below, at the Closing, Seller shall deliver the following documents to be delivered (or tendered subject only to Closing) to CompanyBuyer: (i) each of the Escrow Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Seller or any of its Affiliates is a party, validly executed by Parenta duly authorized officer of Seller or its applicable Affiliate; (ii) a receipt acknowledging receipt of the Closing Payment in satisfaction of Buyer’s obligations pursuant to Section 2.3.1, validly executed by a duly authorized representative of Seller; (iii) the tangible Purchased Assets; provided, that (A) delivery shall, unless the Parties otherwise mutually agree, be to the locations set forth in Schedule 2.4.2(a)(iii) and which may be delivered (1) [***] with respect to Sections 2.1.1(a) (Purchased Regulatory Approvals) and 2.1.1(b) (Purchased Regulatory Documentation), (2) [***] with respect to Section 2.1.1(d) (Purchased Intellectual Property) [***] under Section 2.1.1(c) and, (3) [***] and (B) Seller may retain copies of the Purchased Regulatory Documentation included within the Purchased Assets (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business); (iv) the Seller FDA Transfer Letter; and (v) the Seller Health Canada Transfer Letter. (b) At the Closing, Buyer shall deliver the following to Seller: (i) each of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Buyer or any of its Affiliates is a party, validly executed by a duly authorized officer of Buyer or its applicable Affiliate; (ii) the Exchange Agent Agreement executed by the Exchange Agent and ParentClosing Payment in accordance with Section 2.3.1 (along with a U.S. Federal Reserve reference or similar number evidencing execution of such payment); (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders;Buyer FDA Transfer Letter; and (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date;Buyer Health Canada Transfer Letter. (vc) the charter Buyer shall conduct a quality and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as completeness review of the Closing DatePurchased Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, executed within 30 days after such transfer, shall notify Seller in writing of any problems or issues experienced by duly authorized officers Buyer regarding the completeness, navigation or readability of Parent such transferred Purchased Regulatory Documentation that Buyer reasonably and Merger Subin good faith believes are related to the transfer of such Purchased Regulatory Documentation (and not, certifying the satisfaction for example, related to Buyer system capabilities or compatibility). Seller shall use its commercially reasonable efforts to assist Buyer in remedying any such problems or issues (if any) as soon as reasonably practicable following Seller’s receipt of Buyer’s notice of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebysame.

Closing Deliveries. Parent and Merger Sub must have caused At the Closing, the parties shall cause the following documents to be delivered (or tendered subject only to Closing) to Companydelivered: (ia) Clyra will deliver to Scion and the Escrow Agreement, executed by Parent;Company the following items: (ii1) the Exchange Agent Agreement an Officer’s Certificate executed on behalf of Clyra by the Exchange Agent and Parent; (iii) the Registration Rights Agreementone of its officers, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form providing a copy of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as resolutions of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors and shareholders of Clyra approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, other agreements and certifying documents to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement be delivered pursuant hereto and the consummation of the transactions contemplated herebydescribed herein, and certifying that the resolutions are a true and correct copy; (2) an executed ▇▇▇▇ of Sale, Assignment and Assumption, substantially in the form attached to this Agreement as Exhibit E transferring and assigning all of the Clyra Assets to the incumbency Company; and (3) an executed Intellectual Property Contribution and Assignment Agreement substantially in the form attached to this Agreement as Exhibit F transferring and assigning all of Clyra’s Intellectual Property to the Company. (b) Scion will deliver to Clyra and the Company: (1) a Manager’s Certificate executed on behalf of Scion by its Manager, certifying as to member and manager resolutions, with a copy of such resolutions attached as an exhibit thereto as well as certification that none of the officers foregoing have been modified, rescinded, or revoked, which resolutions authorize and approve the execution, delivery and performance of Merger Sub executing this Agreement; (2) an executed ▇▇▇▇ of Sale, Assignment and Assumption, substantially in the form attached to this Agreement as Exhibit G transferring and any other document relating assigning all of the Scion Assets to the transactions contemplated herebyCompany; and (3) an executed Intellectual Property Contribution and Assignment Agreement substantially in the form attached to this Agreement as Exhibit H transferring and assigning all of Scion’s Intellectual Property to the Company; (4) a counterpart of the Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; and (5) executed Consulting Agreements between the Company and each of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇, substantially in the form attached to this Agreement as Exhibit I. (c) The Company will deliver to Scion: (1) a Secretary’s Certificate executed on behalf of the Company by its Secretary, certifying as to (i) complete and accurate copies of the Company’s Organizational Documents, which will be attached as an exhibit thereto, (ii) shareholder and board resolutions authorizing the execution, delivery and performance of this Agreement, attached as an exhibit thereto, and further certifying that none of the foregoing have been modified, rescinded, or revoked, and (iii) a list of the directors and officers authorized to sign agreements on behalf of the Company; (2) a counterpart of the Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; (3) a copy of share certificates representing all of the Scion Common Shares, and the Scion Redeemable Shares, the original of which certificates will be delivered to the Escrow Agent at Closing; and (4) a Promissory Note in the form attached to this Agreement as Exhibit D executed by an authorized officer of the Company. (d) The Company will deliver to Clyra: (1) a Secretary’s Certificate executed on behalf of the Company by its Secretary, certifying as to (i) complete and accurate copies of the Company’s Organizational Documents, which will be attached as an exhibit thereto, (ii) shareholder and board resolutions authorizing the execution, delivery and performance of this Agreement, attached as an exhibit thereto, and further certifying that none of the foregoing have been modified, rescinded, or revoked, and (iii) a list of the directors and officers authorized to sign agreements on behalf of the Company; (2) a counterpart of the Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; (3) a copy of share certificates representing all of the Scion Common Shares, and the Scion Redeemable Shares, the original of which certificates will be delivered to the Escrow Agent at Closing; (4) an original share certificate representing all of the Clyra Common Shares and all of the Clyra Preferred Shares; and (5) an executed counterpart of the Promissory Note. (e) The Company will deliver to the Escrow Agent: (1) an executed copy of this Agreement; (2) an executed Escrow Agreement; and (3) original share certificates representing all of the Scion Common Shares, and the Scion Redeemable Shares.

Closing Deliveries. Parent and Merger Sub must have caused At Closing the following documents parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or tendered subject only with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to Companythe receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the Escrow Agreementdelivering party and its subsidiaries, executed certified by Parentthe appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the Exchange Agent Agreement executed by identity of the Exchange Agent officers of the delivering party and Parent;its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the Registration Rights Agreementappropriate Secretary of State within ten (10) business days of Closing, attached hereto and Bylaws, as Exhibit Dcertified by an appropriate officer as of Closing, executed by Parent of the delivering party and all other Persons party thereto except Company Shareholders;its subsidiaries. (iv) offer letters in substantially copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the form board of Exhibit E attached heretodirectors and, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on if applicable, the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing stockholders of each of Parent and Merger Subparty authorizing the transactions contemplated hereunder, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated an officer as of the date of Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying form reasonably acceptable to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyreceiving party.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the following documents Closing, Buyer shall deliver, or cause to be delivered, to HD Supply (or one or more other Sellers designated by HD Supply) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by HD Supply (such designation to be made by HD Supply at least two (2) Business Days prior to the Closing Date), of an amount in immediately available Dollars equal to the Closing Purchase Price, less any deduction, exception, set off or withholding required under applicable Law; (ii) the certificate to be delivered pursuant to Section 7.3(c); (iii) a counterpart of the Transition Services Agreement substantially in the form attached as Exhibit 2.8(a)(iii) hereto (the “Transition Services Agreement”), duly executed by Buyer (or tendered subject only one or more Affiliates of Buyer designated by Buyer); and (iv) a counterpart of (A) the Assignment and Assumption Agreement and ▇▇▇▇ of Sale for the Purchased Assets and the Assumed Liabilities, substantially in the form attached as Exhibit 2.8(a)(iv)(A) (the “Assignment Agreement and ▇▇▇▇ of Sale”), and (B) the General Conveyance and Assumption of Liabilities Agreement (for the Purchased Assets and the Assumed Liabilities located in Canada), substantially in the form attached as Exhibit 2.8(a)(iv)(B) (the “General Conveyance and Assumption of Liabilities Agreement”), each by and between the applicable Seller and Buyer (or one or more Affiliates of Buyer designated by Buyer), duly executed by Buyer (or one or more Affiliates of Buyer designated by Buyer). (b) At the Closing, HD Supply shall deliver, or cause to Closing) be delivered, to CompanyBuyer the following: (i) the Escrow Agreement, executed by Parentcertificate to be delivered pursuant to Section 7.2(c); (ii) a counterpart of the Exchange Agent Transition Services Agreement duly executed by the Exchange Agent and Parenteach Seller named as a party thereto; (iii) certificates evidencing the Registration Rights AgreementPurchased Company Equity Interests, attached hereto as Exhibit Dto the extent applicable, duly endorsed in blank or with stock or transfer powers duly executed by Parent in proper form for transfer, or other appropriate instrument of assignment and all other Persons party thereto except Company Shareholderstransfer; (iv) offer letters in substantially a counterpart of (A) the form Assignment Agreement and ▇▇▇▇ of Exhibit E attached heretoSale and (B) the General Conveyance and Assumption of Liabilities Agreement, completed appropriately and duly executed by Parent each Seller named as a party thereto, together with such other deeds of conveyance, bills of sale and other instruments as may be reasonably required by the Buyer to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on complete the Closing Datetransfer of the Purchased Assets and the Assumed Liabilities; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Subrelease, in each case duly certified a form mutually agreed upon by Buyer and Sellers, executed by Bank of America, N.A. (“BoA”) as administrative agent and collateral agent under the Credit Agreement, dated as of dated not earlier than April 12, 2012, by and among HD Supply, BoA and the tenth Business Day prior lenders from time parties thereto, with respect to Closing by the Secretaries guarantee obligations thereunder of State of Tennessee the Purchased Companies and Georgia, respectivelytheir Subsidiaries; (vi) a certificaterelease, in a form mutually agreed upon by Buyer and Sellers, executed by General Electric Capital Corporation (“GECC”), as administrative agent and U.S. ABL collateral agent, and GE Canada Finance Holdings Company (“GECF”), as Canadian agent and Canadian collateral agent, under the ABL Credit Agreement, dated as of April 12, 2012, by and among HD Supply, HD Supply Canada, Inc., GECC, GECF and the Closing Datelenders from time to time parties thereto, executed by duly authorized officers of Parent and Merger Sub, certifying with respect to the satisfaction guarantee obligations thereunder of the conditions set forth in Sections 7.3(a) Purchased Companies and (b)their Subsidiaries; (vii) a certificate special warranty deeds, or comparable instruments of the Secretary of Parent certifying transfer and attaching copies of the bylaws of Parentassignment, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying with respect to the incumbency Owned Real Property that is not currently owned by a Purchased Company or a Subsidiary of the officers a Purchased Company transferring title to such Owned Real Property into a Purchased Company or a Subsidiary of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; anda Purchased Company; (viii) a certificate lease assignment, sublease or comparable or necessary instruments of the Secretary of Merger Sub certifying transfer and attaching copies of the bylaws of Merger Sub, certifying assignment and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency extent applicable, in a form acceptable for recording in the local land records office, with respect to the Transferred Leased Property that is not currently leased by a Purchased Company or a Subsidiary of the officers of Merger Sub executing this Agreement a Purchased Company; (ix) all appropriate releases and any other document discharges releasing and terminating (i) Liens relating to the transactions contemplated herebymortgage listed on Section 2.8(b)(ix) of the Seller Disclosure Schedules and (ii) any and all Liens on the Purchased Company Equity Interests or Purchased Assets which are in favor of Wilmington Trust, National Association; and (x) a duly executed certificate of non-foreign status from each Seller (or, if a Seller is disregarded as an entity separate from its owner for U.S. federal tax purposes, from such Seller’s owner), substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); provided, that if a Seller fails to deliver such certificate, Buyer shall be permitted to withhold from the consideration payable pursuant to this Agreement to such Seller any amount required by Section 1445 of the Code.

Closing Deliveries. Parent Upon the terms and Merger Sub must have caused subject to the following documents condition of this Agreement, to consummate the transactions set forth in Section 1.02 and without double-counting any amount transferred at closing pursuant to any Related Agreement, at the Closing: (a) subject to any adjustment pursuant to Sections 1.05(c) and 5.21, Purchaser shall, on behalf of itself and/or one or more of its Affiliates, pay to Sellers an aggregate amount in cash equal to $2,000,000,000 (the “Purchase Price”) by wire transfer of immediately available funds in the amounts and to the account(s) designated by LNC in writing at least three (3) Business Days prior to the Closing Date, with the exact amount of each payment to be delivered determined according to the allocation methodology provided for in Section 5.23 hereof; (b) Lincoln Life, LAL and Lincoln Barbados shall cede or retrocede to Purchaser (or tendered subject only a Purchaser Affiliate) the Insurance Contracts and Purchaser (or a Purchaser Affiliate) shall reinsure the Insurance Contracts pursuant to Closingthe Reinsurance Agreements; (c) LNC shall deliver to CompanyPurchaser (or a Purchaser Affiliate) certificates representing, all the outstanding capital stock of Lincoln Bermuda, Linsco, Old Fort, LRRMS, LNMS, LNRM, LNSS, LNII, Lincoln China and KLRS and (ii) all of the outstanding capital stock of SER owned by LNC, in each case, accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (d) Lincoln Life shall deliver to Purchaser (or a Purchaser Affiliate) certificates representing all the outstanding capital stock of LNH&C and LNRAC, in each case, accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (e) LNC and Lincoln Life will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by them (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(d)) by a ▇▇▇▇ of Sale and General Assignment; (f) Lincoln Barbados will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by it (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(e)) by a ▇▇▇▇ of Sale; (g) LAL will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by it (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(f)) by a ▇▇▇▇ of Sale; (h) LNC, Lincoln Life, LAL and Lincoln Barbados shall transfer to Purchaser (or a Purchaser Affiliate), and Purchaser (or a Purchaser Affiliate) shall assume, the Assumed Liabilities pursuant to the LNC and Lincoln Life Assumption of Liabilities and Assignment of Contracts Agreement and the Lincoln Barbados Assumption of Liabilities and Assignment of Contracts Agreement; (i) To document the transactions set forth in Section 1.02 and certain related transactions, Sellers shall, and shall cause each applicable Company to, enter into and/or deliver and Purchaser and the Purchaser Affiliates shall, as applicable, enter into and deliver: (i) the Escrow Lincoln Life Coinsurance Agreement, executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and ParentLincoln Life Funds Withheld Coinsurance Agreement; (iii) the Registration Rights Lincoln Life Modified Coinsurance Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing DateLincoln Life Administrative Services Agreement; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyLincoln Barbados Coinsurance Agreement; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b)Lincoln Barbados Funds Withheld Coinsurance Agreement; (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; andLincoln Barbados Modified Coinsurance Agreement; (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated hereby.Lincoln Barbados Coinsurance/Modified Coinsurance Agreement;

Closing Deliveries. Parent and Merger Sub must have caused (a) At or prior to the following documents Closing, the Company shall issue, deliver or cause to be delivered to the Purchasers or the Placement Agent, as applicable, the following (or tendered subject only to Closing) to Company:the “Company Deliverables”): (i) the Escrow this Agreement, duly executed by Parentthe Company; (ii) a customary legal opinion from Company Counsel, dated as of the Exchange Closing Date, executed by such counsel and addressed to the Purchasers and the Placement Agent; (iii) facsimile copies of the issued and duly executed Shares and Warrants being purchased by such Purchaser at the Closing pursuant to this Agreement; (iv) a copy of the irrevocable Transfer Agent Agreement Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent (the “Transfer Agent Instructions”); (v) the Registration Rights Agreement, duly executed by the Exchange Agent Company; and (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement and Parentthe other Transaction Documents and the issuance of the Securities, and (b) certifying the current versions of the certificate of incorporation and bylaws of the Company. (b) At or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, duly executed by Parent and all other Persons party thereto except Company Shareholders;such Purchaser; and (iv) offer letters a fully completed and duly executed Investor Questionnaire in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing provided by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyCompany.

Closing Deliveries. Parent and Merger Sub must have caused the following documents to be delivered (or tendered subject only to Closing) to Company: (i) the Escrow Agreement, executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of a. On the Closing Date, executed by duly authorized officers Seller shall: (1) Execute, acknowledge and deliver to Purchaser a good and sufficient special warranty deed conveying fee simple estate in the Property subject only to the Permitted Exceptions. (2) Execute, acknowledge and deliver to Purchaser an Assignment of Parent Leases and Merger SubSecurity Deposits, certifying the satisfaction assigning to Purchaser all occupancy leases free and clear of all liens and encumbrances; provided, however, that Purchaser shall assume all of the conditions set forth obligations of the owner of Property under such occupancy leases which accrue after the Date of Closing, and shall indemnify and hold Seller harmless against and from all liability, loss, cost, or expense in Sections 7.3(aconnection with such obligations accruing after the Date of Closing, and Seller shall indemnify and hold Purchaser harmless against and from all liability, loss, cost, or expense in connection with such occupancy leases arising prior to the Date of Closing. (3) Assign in writing, transfer and deliver to Purchaser, all contracts not terminated pursuant hereto, all unexpired warranties, guaranties, licenses, permits, certificates of occupancy and the like, advertising and promotional material for the Property, any marketing or internet domain names (including the name “The Commons on Potomac Square Apartments”), and any business and other licenses and permits in the possession of Seller or its agents related to the Property, to the extent assignable and transferable (without cost to Seller, or at Purchaser’s cost, if Purchaser elects (without obligation) to assume such cost), and deliver the original of each of the foregoing to Purchaser if it is within the possession of Seller or any of its agents or affiliates or, if not, deliver to Purchaser a true copy of each of the same, if available; provided, however, that (a) Purchaser shall assume all of the obligations of the owner of Property under each of the foregoing which accrue after the Date of Closing, and shall indemnify and hold Seller harmless against and from all liability, loss, cost, or expense in connection with such obligations accruing after the Date of Closing; and (b);) Seller shall indemnify and hold Purchaser harmless against and from all liability, loss, cost, or expense in connection with such obligations arising prior to the Date of Closing. (vii4) Execute, acknowledge and deliver to Purchaser a certificate ▇▇▇▇ of Sale, in accordance with any applicable provisions of the Secretary Uniform Commercial Code, with special warranty of Parent certifying title, conveying all personal property purchased hereunder, with all such assigned property to be free and attaching clear of all liens and encumbrances. (5) Deliver to Purchaser all books and records and tenant files pertaining to operation of the Property not theretofore delivered, it being acknowledged that Seller shall keep copies of such books and records to the extent it deems necessary for tax and accounting purposes. (6) Deliver a letter from Purchaser and Seller addressed to each of the tenants in a form to be mutually agreed upon advising each of them that a new property manager has taken over the operations of the Property, and instructing the tenants with respect to rent payments subsequent to Closing. (7) Deliver certified copies of the bylaws organizational documents and appropriate resolutions of ParentSeller and governmental certifications for confirming that the Seller is organized, certifying existing and attaching in good standing, that all requisite resolutions or actions of Parent’s board of directors approving and consents necessary have been taken and obtained to authorize Seller to perform the execution and delivery of this Agreement and transactions contemplated herein, including the consummation of the transactions contemplated herebysale of the Property in accordance with the terms hereof. (8) Deliver to Purchaser the Section 1445 Affidavit. Seller hereby agrees to indemnify and hold Purchaser harmless from and against all costs, losses, expenses, claims, liability, actions and certifying causes of action arising out of or in any way related to the incumbency falsity of the officers of Parent executing this Agreement Section 1445 Affidavit. Such indemnification shall survive Closing hereunder. (9) Execute and any other document relating deliver to the transactions contemplated hereby; andEscrow Agent a mechanic’s lien affidavit and the other items reasonably required by Purchaser’s title insurance company. (viii10) a certificate of Execute, acknowledge and deliver, as appropriate, or cause to be delivered all additional affidavits and other documents which may be reasonably necessary or appropriate to carry out the Secretary of Merger Sub certifying provisions hereof and attaching copies of permit Purchaser to obtain the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebytitle insurance coverage specified herein.

Closing Deliveries. Parent and Merger Sub must have caused (i) At the Closing, Seller will deposit with Escrow Agent the following documents to be delivered (or tendered subject only to Closing) to Companyexecuted and acknowledged, as applicable: (i1) the Deed; (2) the ▇▇▇▇ of Sale; (3) the Assignment of Resident Agreements; (4) the Assignment of Rights; (5) the Assignment of Trade Names; (6) an owner’s affidavit in the form reasonably agreed to by the parties; (7) a non-foreign affidavit in the form attached hereto as Exhibit 16(b)(i)(7); (8) a transition services agreement which will be negotiated by the parties in good faith during the Due Diligence Period and will allow New Operator to transition operations of the Facility in an orderly manner after Closing (the “Transition Services Agreement”); (9) the Holdback Escrow Agreement, executed by Parent; (10) a counterpart original of a Washington State Real Estate Excise Tax Affidavit; and (11) such other items as may be reasonably requested in order for Seller to comply with the terms of this Agreement. (ii) At the Exchange Closing, Purchaser shall deposit with Escrow Agent the following: (1) the Purchase Price less the Deposit; (2) executed counterparts of the Assignment of Resident Agreements, the Assignment of Rights, the Assignment of Trade Names, the Transition Services Agreement and the Holdback Escrow Agreement; (3) one-half (1/2) of the basic escrow fee; (4) any and all transfer, excise, sales tax, stamp and similar fees and taxes; (5) all escrow fees and charges allocable to Purchaser’s financing for this transaction and its share of prorated items; (6) an executed by counterpart original of a Washington State Real Estate Excise Tax Affidavit; and (7) such other items as may be reasonably requested in order for Purchaser to comply with the Exchange Agent and Parent;terms of this Agreement. (iii) Seller shall pay the Registration Rights Agreementrecording fee on the Deed; the cost of a standard owner’s title insurance policy; one-half (1/2) of the escrow fee, attached hereto as Exhibit Dother than any portion thereof allocable to Purchaser’s financing for this transaction; and its share of prorated items. Each party shall pay its own attorneys’ fees. Purchaser shall be responsible for any premiums, executed by Parent costs or charges for extended title coverage, endorsements, lender’s coverage, and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebysimilar amounts.

Closing Deliveries. Parent and Merger Sub must have caused At or before the Closing, the Parties shall make the following documents to be delivered (or tendered subject only to Closing) to Companydeliveries: (a) Seller shall deliver to Escrow Agent: (i) the Deed, (ii) a B▇▇▇ of Sale in the form attached hereto as Schedule "D" conveying Seller's right, title and interest in the property thereunder free of any liens or encumbrances, (iii) a counterpart of the Reciprocal Easement Agreement in the form attached hereto as Schedule "E", (iv) a recordable termination of any notice or memorandum of lease that may have been executed with respect to the Lease together with any Seller resolutions or certificates as may be required by the Land Court to file the same,; (v) a check or wire for the applicable MA real estate transfer tax (transfer stamps) and other closing costs payable by Seller hereunder, (vi) a release or satisfaction of any mortgage, security interest, or other encumbrance on the Premises securing an obligation of Seller other than matters permitted pursuant to Section 2 hereof, (vii) an affidavit, which includes Seller's taxpayer identification number, certifying as to whether Seller is a foreign entity subject to withholding taxes pursuant to IRC Section 1445, (viii) assignments of any permits, licenses or approvals affecting the Premises or the Project which are in Seller's name and are transferable (ix) such documents and instruments customary in commercial real estate transactions as shall be reasonably required by Buyer or its title company or Escrow Agent to effect the purposes of this Agreement, executed including without limitation (A) an affidavit enabling Buyer to obtain title insurance on the Premises without the standard exceptions for mechanic's liens and parties in possession (which affidavit may be qualified in light of Buyer's possession of the Premises), and (B) such good standing certificates, consents, or resolutions as may be required by Parent;the title company or the Land Court to record the Deed and the Reciprocal Easement Agreement, and (x) a check or wire covering the Security Deposit. (b) Buyer shall deliver to Escrow Agent: (i) any unpaid Rent which has accrued under the Lease through the Closing, (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; Note; (iii) the Registration Rights Agreement, Subordinated Mortgage in the form attached hereto as Exhibit DSchedule "F", executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially a counterpart of the form of Exhibit E attached heretoReciprocal Easement Agreement, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) a counterpart recordable termination of any notice or memorandum of lease that may have been executed with respect to the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified Lease together with any Buyer resolutions or certificates as of dated not earlier than the tenth Business Day prior to Closing may be required by the Secretaries of State of Tennessee and GeorgiaLand Court to file the same, respectively; (vi) a certificateany customary buyer affidavits or certificates required by the title insurer insuring the Premises for the Buyer, dated as well as such other instruments or documents as are reasonably required to effect the purposes of this Agreement, including without limitation such good standing certificates, consents, or resolutions as may be required by the Closing Datetitle company or the Land Court to record the Subordinated Mortgage and the Reciprocal Easement Agreement, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate current evidence of Buyer's formation and good standing in the Secretary State of Parent certifying Delaware and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyits qualification to do business in Massachusetts, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; and (viii) a certificate check or wire for any closing costs payable by Buyer hereunder. Seller's right to payment under the Note shall be pari passu with the rights of any holders of equity or membership interests in Buyer and Buyer shall not grant any rights to distribution which are inconsistent with the foregoing. The Subordinated Mortgage shall be granted by Buyer to Seller subject only to matters of record affecting the Premises at the t▇▇▇ ▇▇▇▇▇▇ conveyed the same to Buyer (excluding mechanic's liens or other encumbrances created by Buyer), and the lien of any Paramount Mortgage or Paramount Lien, each as defined in the Mortgage. (c) Buyer and Seller may agree, as part of the Secretary settlement instructions to Escrow Agent, to offset and adjust their respective payment obligations of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement Rent and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebySecurity Deposit.

Closing Deliveries. Parent and Merger Sub must have caused (a) At or prior to the following documents Closing, the Sellers shall deliver to be delivered (or tendered subject only to Closing) to Companythe Buyer: (i) the Escrow Agreement, executed by ParentPurchased Assets; (ii) evidence that the Exchange Agent Sellers have, at the Sellers’ expense and without cost or other adverse consequence to the Buyer, sent all notices, made all filings and obtained all Consents (except for Consents under Third Party Agreements) and Orders required in connection with the execution and delivery of this Agreement executed by or the Exchange Agent and Parentconsummation of the transactions contemplated hereby; (iii) all Ancillary Agreements to which any Seller is a party, dated the Registration Rights Agreement, attached hereto as Exhibit D, Closing Date and duly executed by Parent and all other Persons party thereto except Company Shareholderssuch Seller; (iv) offer letters evidence of the acceptance of employment with the Buyer of at least ninety percent (90%) of the Identified Employees, including each of the individuals named by the Buyer in substantially writing and delivered to the form of Exhibit E attached hereto, completed appropriately and executed by Parent and Sellers on or prior to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Datedate hereof; (v) restrictive covenant and work made for hire agreements executed by each Transferred Employee in form and substance reasonably satisfactory to the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyBuyer; (vi) a certificatean opinion of counsel to the Sellers, dated as of the Closing Date, executed by duly authorized officers substantially in the form of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b)Exhibit A; (vii) a certificate dated the Closing Date executed by the President or other authorized officer of each Seller certifying as to the satisfaction of each of the Secretary conditions set forth in Article VI substantially in the form of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby; andExhibit B; (viii) a certificate of dated the Closing Date executed by the Secretary of Merger Sub each Seller certifying as to the director, stockholder and attaching copies other resolutions authorizing the Transaction Documents substantially in the form of Exhibit C; (ix) good standing certificates for each Seller dated within ten (10) days prior to the Closing Date from its jurisdiction of organization; (x) evidence of the bylaws release of Merger Suball Encumbrances on the Purchased Assets; (xi) all documents obtained by the Sellers pursuant to Section 6.3; and (xii) such other agreements, certifying certificates, instruments and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving documents as the execution and delivery of this Agreement and the consummation of Buyer may reasonably request in order to fully consummate the transactions contemplated hereby, by and certifying carry out the purposes and intent of this Agreement. (b) At or prior to the incumbency Closing, the Buyer shall deliver to the Sellers: (i) the Closing Payment by wire transfer to the Sellers’ Account; (ii) all Ancillary Agreements to which the Buyer is a party, dated the Closing Date and duly executed by the Buyer; (iii) a certificate dated the Closing Date executed by the President or other authorized officer of the officers Buyer certifying as to the satisfaction of Merger Sub executing this Agreement each of the conditions set forth in Article VII substantially in the form of Exhibit D; (iv) a certificate dated the Closing Date executed by the Secretary of the Buyer certifying as to the director, stockholder and any other document relating resolutions authorizing the Transaction Documents substantially in the form of Exhibit E; and (v) such other agreements, certificates, instruments and documents as the Sellers may reasonably request in order to fully consummate the transactions contemplated herebyby and carry out the purposes and intent of this Agreement.

Closing Deliveries. Parent and Merger Sub must have caused the following documents (a) At Closing, Sellers shall deliver to be delivered (or tendered subject only to Closing) to CompanyPurchaser: (i) a Certificate of Good Standing for the Escrow Agreement, executed Company issued by Parentthe Illinois Secretary of State not more than 30 days prior to Closing; (ii) the Exchange Agent Agreement executed a certified copy of resolutions adopted by the Exchange Agent shareholders and Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency ; (iii) assignment of any agreements of the officers of Parent executing this Agreement and any other document Company relating to the transactions contemplated herebybusiness of the Company and any consents required for such assignments; (iv) certificates representing the Seller Shares, which shall be duly endorsed in blank, or accompanies by stock powers duly endorsed in blank, in proper form for transfer; (v) a shareholder agreement between the Company and all of its shareholders executed by each Seller in the form attached hereto as Exhibit A; (vi) all schedules referred to in this Agreement; and (viiivii) such other documents as may be reasonably necessary to carry out the transactions contemplated by this Agreement. (b) At Closing, Purchaser shall deliver to Sellers: (i) the Merger Consideration; (ii) a certificate Certificate of Good Standing for Purchaser issued by the Secretary Delaware and Illinois Secretaries of Merger Sub certifying State not more than 30 days prior to Closing; (iii) a certified copy of resolutions adopted by the shareholders and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving of Purchaser authorizing the execution and delivery of this Agreement and the consummation transactions contemplated herein; (iv) a share repurchase agreement in substantially the form attached hereto as EXHIBIT B wherein after Purchaser obtains necessary financing it will at the election of the Sellers repurchase from Sellers Five Hundred Thousand (500,000) shares of Purchaser common stock, $0.001 par value, for cash at One Dollar ($1.00) per share; and within twelve (12) months thereafter Purchaser will at the election of the Sellers repurchase from Sellers Seven Hundred Fifty Thousand (750,000) shares of Purchaser common stock, $0.001 par value, for cash at One Dollar ($1.00) per share; (v) an employment agreement in substantially the form attached hereto as EXHIBIT C for continued employment with the Purchaser for each member of the Company's management team so designated by the Company prior to the Closing; and (vi) such other documents as may be reasonably necessary to carry out the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing by this Agreement and any other document relating to the transactions contemplated herebyAgreement.

Closing Deliveries. Parent (a) At Closing Seller shall deliver to Purchaser: (i) a special warranty deed (the “Deed”) executed by Seller and Merger Sub must have caused acknowledged in the following form annexed hereto as Exhibit 2 (and any other instruments necessary to record the Deed); (ii) the Assignment and Assumption of the Service Contracts (as designated by Purchaser and any permitted replacements or renewals thereof as approved by Purchaser) executed by Seller in the form annexed hereto as Exhibit 3. (iii) an Assignment and Assumption of Licenses, Permits, Guarantees and Warranties executed by Seller in the form annexed hereto as Exhibit 4; (iv) if Purchaser elects to assume any of the Service Contracts not terminated by Seller, notice to the service contractors executed by Seller in the form annexed hereto as Exhibit 5; (v) duplicate originals, or if duplicate originals are not available, copies of the Service Contracts which Purchaser elects to assume; (vi) unless maintained at the Premises, (a) all licenses and permits, authorizations and approvals pertaining to the Premises in Seller’s possession or control (b) the Guarantees and Warranties in Seller’s possession or control; (c) all maintenance and operation files, manuals, books and records and plans, specifications and drawings relating to the Premises in Seller’s possession or control; (vii) payment of any broker’s commission incurred by Seller in connection with the Closing; (viii) any and all other deliveries required pursuant to this Contract; (ix) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2) and any additional certificates required under state or local law; (x) the transfer tax return(s) executed by Seller; (xi) a ▇▇▇▇ of Sale, executed by Seller in the form of Exhibit 6 annexed hereto; (xii) keys, combinations and codes to all locks and security devices to the Premises; (xiii) evidence of Seller’s organizational authority reasonably satisfactory to the Title Company; (xiv) any CCR estoppel certificate(s) in accordance with Section 6 above; (xv) Letters addressed to the architects, engineers, surveyors and other consultants and professionals who prepared any of the Plans authorizing such persons to deliver to Purchaser upon request any of such documents in their possession or control; provided that Seller makes no representation or warranty that any such person shall be willing to provide any such documents to Purchaser or whether or not any charge shall be delivered levied by such person if provided; (xvi) Execution and delivery of the Option Agreement; and (xvii) Copies of the Condominium Documents, or tendered subject only to Closingthe extent not previously executed by Seller, execution and delivery thereof. (b) At Closing Purchaser shall deliver to CompanySeller: (i) the Escrow Agreement, executed by Parentbalance of the Purchase Price as provided in Section 3 hereof; (ii) the Exchange Agent Agreement Assignment and Assumption of the Service Contracts executed by Purchaser in the Exchange Agent and Parentform annexed hereto as Exhibit 3; (iii) the Registration Rights Agreement, attached Assignment and Assumption of the Service Contracts (as designated by Purchaser and any permitted replacements or renewals thereof as approved by Purchaser) executed by Seller in the form annexed hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders3; (iv) offer letters notice to the service contractors in substantially the form of Exhibit E attached hereto, completed appropriately and annexed hereto executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on Purchaser in the Closing Dateform annexed hereto as Exhibit 5; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing transfer tax return(s) executed by the Secretaries of State of Tennessee and Georgia, respectivelyPurchaser; (vi) a certificate, dated as evidence of Purchaser’s organizational authority reasonably satisfactory to the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b)Title Company; (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyOption Agreement; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency extent reasonably required by Seller, execution of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyappropriate Condominium Documents.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the Closing, Seller shall deliver to Acquirer the following documents to be delivered (or tendered subject only to Closing) to Company:the "Seller Closing Deliveries"): (i) certificate(s) representing the Escrow AgreementMembership Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank by Parentthe registered holder or holders thereof, as of the Closing Date and bearing any required legend; (ii) copies of all documents evidencing the Exchange Agent Agreement executed ownership by Pacific LLC International SA de CV of the Exchange Agent and ParentProperty; (iii) the Registration Rights Agreementarticles of incorporation of Pacific LLC, attached hereto as Exhibit Dits shareholder register, executed by Parent and all other Persons party thereto except Company Shareholdersminutes and resolutions of its board of directors; (iv) offer letters in substantially the form Operating Agreement of Exhibit E attached heretoPacific LLC, completed appropriately and executed certified by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Secretary of Pacific LLC as of the Closing Date; (v) resolutions of the charter board of directors and all amendments thereto unanimous consent of Parent the members of Pacific LLC approving this Agreement and Merger Subthe transactions contemplated hereby, and a certificate certified by the Secretary of good standing of each of Parent and Merger Sub, in each case duly certified Pacific LLC as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyDate; (vi) a an incumbency certificate, dated as of the Closing Date, in form reasonably satisfactory to Acquirer, executed by duly authorized officers the Secretary of Parent and Merger Sub, certifying the satisfaction Pacific LLC; (vii) copies of an appraisal report of the conditions set Property completed in April 2003 by the registered public officer in the State of Guerrero; and (viii) ▇ ▇▇▇▇l opinion from Baker and McKenzie in the form ▇▇▇▇▇hed he▇▇▇▇ ▇▇ EXHIBIT 7 setting forth in Sections 7.3(astandard opinions for a transaction of this type including but not limited to: (i) marketable title to the Property, free and clear of any liens, restrictions or encumbrances of any kind, except Permitted Encumbrances; (ii) valid existence of Seller, Pacific LLC and Pacific S.A.; (iii) legal authority of Seller to enter into this Agreement, (iv) valid existence of the Lease, and (v) no pending or threatened litigation against Seller, Pacific LLC or Pacific S.A., and (b)) At the Closing, Acquirer shall deliver to Seller the following (the "Acquirer Closing Deliveries"): (i) an Amended and Restated Advisory Agreement between Acquirer and Advisor acceptable to Seller, in its sole and absolute discretion, pursuant to which a non-affiliated designee of Seller shall either be appointed managing member of the Advisor or, if such appointment can not be made, Acquirer shall engage a replacement Advisor pursuant to a new Advisory Agreement acceptable to the Seller, in it sole and absolute discretion; (ii) certificates(s) representing 65,000 shares of Series B Convertible Preferred Stock of the Acquirer, along with appropriate stock powers and documents required for transfer, duly executed by the President and Secretary of Acquirer as of the Closing Date and bearing any required legend; (iii) resolutions of the board of directors of Acquirer approving this Agreement and the transactions contemplated hereby, certified by the Secretary of Acquirer as of the Closing Date; (iv) an incumbency certificate, dated as of the Closing Date, in form reasonably satisfactory to Seller, executed by the Secretary of Acquirer; (v) a fully executed Pledge Agreement, in the form attached hereto as EXHIBIT 1 (vi) a fully executed Registration Rights Agreement, in the form attached hereto as EXHIBIT 2; (vii) a certificate fully executed Series B Preferred Stock Certificate of Designations, in the form attached hereto as EXHIBIT 3, with evidence satisfactory to Seller that such Certificate of Designations has been filed with the Secretary of Parent certifying and attaching copies State of the bylaws State of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyMaryland; and (viii) a certificate of fully executed Consulting Agreement with Razor Capital Consultants as set forth in the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Consulting Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated hereby.attached hereto Exhibit 5

Closing Deliveries. Parent and Merger Sub must have caused (a) At the Closing, Seller shall deliver to Acquirer the following documents to be delivered (or tendered subject only to Closing) to Companythe "Seller Closing Deliveries"), unless waived by the Acquirer: (i) certificate(s) representing the Escrow AgreementMembership Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank by Parentthe registered holder or holders thereof, as of the Closing Date and bearing any required legend; (ii) copies of all documents evidencing the Exchange Agent Agreement executed ownership by Del Sol Investments SA de CV of the Exchange Agent and ParentProperty; (iii) the Registration Rights Agreementarticles of organization of Del Sol LLC, attached hereto as Exhibit Dits membership register, executed by Parent and all other Persons party thereto except Company Shareholdersminutes and resolutions of its board of directors; (iv) offer letters in substantially the form Operating Agreement of Exhibit E attached heretoDel Sol LLC, completed appropriately and executed certified by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Secretary of Del Sol LLC as of the Closing Date; (v) resolutions of the charter board of directors and all amendments thereto unanimous consent of Parent the members of Del Sol LLC approving this Agreement and Merger Subthe transactions contemplated hereby, and a certificate certified by the Secretary of good standing of each of Parent and Merger Sub, in each case duly certified Del Sol LLC as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyDate; (vi) a an incumbency certificate, dated as of the Closing Date, in form reasonably satisfactory to Acquirer, executed by duly authorized officers the Secretary of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b)Del Sol LLC; (vii) a certificate copies of an appraisal report of the Secretary Property completed in April 2003 by the registered public officer in the State of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated hereby▇▇▇▇▇▇▇▇; and (viii) a certificate legal opinion from ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ in the form attached hereto as EXHIBIT 7 setting forth standard opinions for a transaction of this type including but not limited to: (i) marketable title to the Property, free and clear of any liens, restrictions or encumbrances of any kind, except Permitted Encumbrances; (ii) valid existence of Seller, Del Sol LLC and Del Sol S.A.; (iii) legal authority of Seller to enter into this Agreement, (iv) valid existence of the Lease, and (v) no pending or threatened litigation against Seller, Del Sol LLC or Del Sol S.A., and (b) At the Closing, Acquirer shall deliver to Seller the following (the "Acquirer Closing Deliveries"), unless waived by the Seller: (i) certificates(s) representing 10,500,000 shares of Series C Convertible Preferred Stock of the Acquirer and 30,000,000 common shares of Acquirer, along with appropriate stock powers and documents required for transfer, duly executed by the President and Secretary of Merger Sub certifying and attaching copies Acquirer as of the bylaws Closing Date and bearing any required legend; (ii) resolutions of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s the board of directors and stockholders of Acquirer approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to certified by the incumbency Secretary of Acquirer as of the officers Closing Date; (iii) an incumbency certificate, dated as of Merger Sub executing this the Closing Date, in form reasonably satisfactory to Seller, executed by the Secretary of Acquirer; (iv) a fully executed Pledge Agreement, in the form attached hereto as EXHIBIT 1 (v) a fully executed Registration Rights Agreement, in the form attached hereto as EXHIBIT 2; (vi) a fully executed Series C Preferred Stock Certificate of Designations, in the form attached hereto as EXHIBIT 3, with evidence satisfactory to Seller that such Certificate of Designations has been filed with the Secretary of State of the State of Florida; and (vii) a fully executed Consulting Agreement and any other document relating to with ANL Capital GP as set forth in the transactions contemplated hereby.Consulting Agreement attached hereto Exhibit 5

Closing Deliveries. Parent and Merger Sub must Administrative Agent shall have caused received each of the following documents documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be reasonably acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be delivered (or tendered subject only to Closing) to Companydated the Closing Date: (i) a Note payable to the Escrow Agreementorder of each Bank, each in the amount of such Bank's Commitment, duly executed by ParentBorrower; (ii) the Exchange Agent Agreement Mortgages to be executed on the Closing Date pursuant to Section 5.1(a), duly executed and delivered by the Exchange Agent Borrower, together with such other assignments, conveyances, amendments, agreements and Parentother writings, including, without limitation, UCC-1 financing statements, tax affidavits and applicable department of revenue documentation, creating first and prior Liens in all Borrowing Base Properties; (iii) an Equityholders Pledge Agreement duly executed and delivered by (1) Cherokee Partners, and (2) each member of the Registration Rights AgreementQuest Group (other than QRC), attached hereto together with (A) all certificates (or other evidence acceptable to Administrative Agent) evidencing one hundred percent (100%) of the issued and outstanding Equity of Borrower of every class owned by each such Person, which certificates shall be duly endorsed or accompanied by appropriate stock powers (as Exhibit Dapplicable) executed in blank, executed and (B) such other agreements and writings, including, without limitation, UCC-1 financing statements as reasonably requested by Parent and all other Persons party thereto except Company ShareholdersAdministrative Agent; (iv) offer letters the Borrower Pledge Agreement duly executed and delivered by Borrower, together with (A) all certificates (or other evidence acceptable to Administrative Agent) evidencing one hundred percent (100%) of the issued and outstanding Equity of Bluestem of every class, which certificates shall be duly endorsed or accompanied by appropriate stock powers (as applicable) executed in substantially blank, and (B) such other agreements and writings, including, without limitation, UCC-1 financing statements as reasonably requested by Administrative Agent; (v) a Facility Guaranty duly executed and delivered by Bluestem; (vi) such financing statements (including, without limitation, the form financing statements referenced in subclauses (ii), (iii) and (iv) above) as Administrative Agent shall specify to fully evidence and perfect all Liens contemplated by the Loan Papers, all of Exhibit E attached heretowhich shall be filed of record in such jurisdictions as Administrative Agent shall require in its sole discretion; (vii) a copy of the articles or certificate of incorporation, completed appropriately articles or certificate of organization, certificate of limited partnership, or comparable charter documents, and all amendments thereto, of Cherokee Partners and each member of the Quest Group and each Credit Party accompanied by a certificate that such copy is true, correct and complete, and dated within ten (10) days of the Closing Date (or within such other period as acceptable to Administrative Agent), issued by the appropriate Governmental Authority of the jurisdiction of incorporation or organization of Cherokee Partners and each such member of the Quest Group and each such Credit Party, and accompanied by a certificate of the Secretary or comparable Authorized Officer of Cherokee Partners and each such member of the Quest Group and each such Credit Party that such copy is true, correct and complete on the Closing Date, as well as any other information required by Section 326 of the USA Patriot Act or necessary for Administrative Agent or any Bank to verify the identity of Borrower as required by Section 326 of the USA Patriot Act; (viii) a copy of the Operating Agreement, bylaws, regulations, partnership agreement or comparable charter documents, and all amendments thereto, of Cherokee Partners and each member of the Quest Group and each Credit Party accompanied by a certificate of the Secretary or comparable Authorized Officer of Cherokee Partners and each member of the Quest Group and each such Credit Party that such copy is true, correct and complete as of Closing Date; (ix) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of Cherokee Partners and each member of the Quest Group and each Credit Party and to the effect that Cherokee Partners and each such member of the Quest Group and each such Credit Party is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (x) a certificate of incumbency of all officers of Cherokee Partners and each member of the Quest Group and each Credit Party who will be authorized to execute or attest to any Loan Paper, dated the Closing Date, executed by Parent the Secretary or comparable Authorized Officer of Cherokee Partners and each such member of the Quest Group and each such Credit Party; (xi) copies of resolutions or comparable authorizations and shareholder consents approving the Loan Papers and authorizing and consenting (as applicable) to be delivered the Closing Transactions and the transactions contemplated by Parent this Agreement and the other Loan Papers, duly adopted by the Board of Directors (or comparable authority) and approved by the shareholders of Cherokee Partners and each member of the Quest Group and each Credit Party accompanied by certificates of the Secretary or comparable officer of Cherokee Partners and each such member of the Quest Group and each such Credit Party that such copies are true and correct copies of resolutions and shareholder consents duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the bylaws or comparable charter documents of Cherokee Partners and each such member of the Quest Group and each such Credit Party, as applicable) by the unanimous written consent of the Board of Directors (or comparable authority) and the shareholders of Cherokee Partners and each such member of the Quest Group and each such Credit Party, as applicable, and that such resolutions and shareholder consents constitute all the resolutions and shareholder consents adopted and/or obtained with respect to each Company employee set forth on Schedule 7.3(d) on such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of the Closing Date; (vxii) an opinion of Stinson Morrison Hecker LLP, special counsel for the charter and all amendments thereto of Parent and Merger SubCredit P▇▇▇▇▇▇ d▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇g Date, and a certificate of good standing favorably opining as to the enforceability of each of Parent and Merger Subthe Loan Papers (including, without limitation, the enforceability of the Mortgages in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee Kansas) and Georgia, respectivelyotherwise in form and substance satisfactory to Administrative Agent and Banks; (vixiii) an opinion of Mullins, Hirsch & Rischard, P.C., special counsel for Borrower i▇ ▇▇▇▇▇om▇ ▇▇▇ed ▇▇▇ ▇▇▇▇ing Date, favorably opining as to the enforceability of the Mortgages in such State, and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xiv) a certificatecertificate signed by an Authorized Officer of Borrower stating that (a) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all respects, dated as (b) no Default or Event of the Closing DateDefault has occurred and is continuing, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the (c) all conditions set forth in Sections 7.3(a) this Section 6.1 and (b)Section 6.2 have been satisfied; (viixv) a certificate Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit J attached hereto; (xvi) certificates from Borrower's insurance broker setting forth the insurance maintained by Borrower, stating that such insurance is in full force and effect; (xvii) a report or reports in form, scope and detail acceptable to Administrative Agent from environmental engineering firms acceptable to Administrative Agent setting forth the results of a review of each Credit Party's Mineral Interests and operations (after giving effect to the Closing Transactions), which report(s) shall not reflect the existence of facts or circumstances which would constitute a material violation of any Applicable Environmental Law or which are likely to result in a material liability to QRC, any other member of the Secretary Quest Group or any Credit Party; (xviii) a copy of Parent certifying (A) each Closing Document and attaching copies all other material documents, instruments and agreements executed and/or delivered by any member of the bylaws Quest Group and/or any Credit Party in connection with the Closing Transactions, and (B) the QES Management Agreement, together with a certificate from an Authorized Officer of Parent, Borrower certifying that such copies are accurate and attaching all requisite resolutions or actions of Parent’s board of directors approving complete and represent the execution complete understanding and delivery of this Agreement and the consummation agreement of the transactions contemplated hereby, and certifying parties with respect to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebysubject matter thereof; and (viiixix) a certificate executed originals (in recordable form) of all Devon Hold Back Assignments to be delivered to Collateral Agent pursuant to the terms of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyDevon Hold Back Agreement.

Closing Deliveries. Parent and Merger Sub must have caused At the Closing, the parties hereto shall take the following documents actions: (a) Seller shall deliver to be delivered (or tendered subject only to Closing) to CompanyBuyer: (i) following Seller’s confirmation of the Escrow Agreementreceipt thereof, executed a receipt evidencing receipt by ParentSeller of the Estimated Purchase Price, in form and substance reasonably satisfactory to Buyer; (ii) certificates representing all of the Exchange Agent Agreement Shares, duly executed in blank or accompanied by the Exchange Agent stock powers duly executed in blank, in proper form for transfer, in form and Parentsubstance reasonably satisfactory to Buyer; (iii) certificates dated as of a date not more than five (5) Business Days prior to the Registration Rights AgreementClosing Date, attached hereto as Exhibit Dto the Company’s good standing, executed together with a copy, dated as of a date not more than ten Business Days prior to the Closing Date, of the articles of incorporation of the Company certified by Parent and all other Persons party thereto except Company Shareholdersthe Wisconsin Office of the Commissioner of Insurance; (iv) offer letters in substantially by-laws of the form Company, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each the Company employee set forth on Schedule 7.3(d) on or the Seller as of the Closing Date; (v) resolutions of the charter and all amendments thereto Board of Parent and Merger SubDirectors of Seller, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary or Assistant Secretary of Parent certifying Seller, approving and attaching copies of authorizing the bylaws of Parentexecution, certifying delivery and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery performance of this Agreement and the Transaction Documents by the Seller and its applicable Affiliates party thereto, and the consummation of the transactions contemplated herebyhereby and thereby, in form and certifying substance reasonably satisfactory to Buyer; (vi) a certificate of the Secretary or Assistant Secretary of Seller, as to the incumbency of the officers of Parent executing this Agreement and any other document relating the Transaction Documents, and the genuineness of their signatures, in form and substance reasonably satisfactory to Buyer; (vii) the certificate contemplated in Section 7.01(b), in form and substance reasonably satisfactory to Buyer; (viii) copies of all regulatory approvals obtained by Seller in connection with the transactions contemplated herebyby this Agreement; (ix) constructive possession of the Books and Records, in accordance with the provisions of Section 7.01(f); (x) original copies of the Transaction Documents, fully executed by Seller, CMIC and the Company, as applicable (provided, however, Seller may elect to require that an officer or other duly authorized representative of Buyer execute any Transaction Documents on behalf of the Company); (xi) certification of termination or assignment and assumption by Seller of all Scheduled Contracts identified on Schedule 3.12(a)(i)-(iii), 3.12(v), and 3.12(x)-(xii), as contemplated in Section 7.01(h), in form and substance reasonably satisfactory to Buyer; (xii) the certificate contemplated in Section 7.01(k), in form and substance reasonably satisfactory to Buyer; (xiii) duly executed resignations from each officer and director of the Company effective as of the Closing Date, in form and substance reasonably satisfactory to Buyer; (xiv) a statement or affidavit meeting the requirements of Treasury Regulation Section 1.1445-2 to demonstrate that Buyer is not required to withhold from amounts it pays to Seller pursuant to this Agreement, in form and substance reasonably satisfactory to Buyer; (xv) evidence reasonably satisfactory to Buyer that the Seller has taken or has caused to be taken all actions necessary or appropriate to terminate, effective no later than the day immediately preceding the Closing Date, the Company’s participation in the Plans; and (viiixvi) such other documents, instruments or certificates as Buyer may reasonably request prior to the Closing Date. (b) Buyer shall deliver to Seller: (i) a certificate receipt evidencing receipt by ▇▇▇▇▇ of the Secretary Shares, in form and substance reasonably satisfactory to Seller; (ii) the Estimated Purchase Price, by wire transfer of Merger Sub certifying and attaching copies immediately available funds as provided above; (iii) resolutions of the bylaws managing member (or other governing body) of Merger SubBuyer approving and authorizing the execution, certifying delivery and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herebyhereby and thereby, in form and certifying substance reasonably satisfactory to Seller; (iv) the certificate contemplated in Section 7.02(b), in form and substance reasonably satisfactory to Seller; (v) a certificate of the Secretary or Assistant Secretary of ▇▇▇▇▇, as to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating the Transaction Documents, and the genuineness of their signatures, in form and substance reasonably satisfactory to Seller; (vi) copies of all regulatory approvals obtained by Buyer in connection with the transactions contemplated herebyby this Agreement, including without limitation, all necessary approvals from the Office of the Commissioner of Insurance of Wisconsin with respect to the acquisition of control of the Company by ▇▇▇▇▇; and (vii) such other documents, instruments or certificates as Seller may reasonably request prior to the Closing Date.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the following documents Closing, the Company shall deliver or cause to be delivered (or tendered subject only to Closing) to Companyeach Purchaser the following: (i) one or more stock certificates evidencing that number of Series E Senior Preferred Stock set forth opposite such Purchaser's name on Schedule A hereto under the Escrow Agreementheading "Series E Preferred Stock", executed by Parentregistered in the name of such Purchaser; (ii) with respect to the Exchange Agent Agreement executed by Lead Investor, one or more stock certificates evidencing all of the Exchange Agent and ParentSeries F Preferred Stock, registered in the name of the Lead Investor; (iii) an Additional Investment Right, registered in the Registration Rights Agreementname of such Purchaser, attached pursuant to which such Purchaser shall have the right to (x) acquire Additional Shares in the amount set forth opposite such Purchaser's name on Schedule A hereto as Exhibit Dunder the heading "Additional Shares", executed by Parent and all other Persons party thereto except Company Shareholders(y) acquire Additional Investment Right Warrants which shall be exercisable into that number of shares of Common Stock set forth opposite such Purchaser's name on Schedule A hereto under the heading "Additional Investment Right-Warrant Shares"; (iv) offer letters a Warrant, registered in substantially the form name of Exhibit E attached heretosuch Purchaser, completed appropriately and executed by Parent and pursuant to be delivered by Parent which such Purchaser shall have the right to each Company employee acquire that number of shares of Common Stock set forth opposite such Purchaser's name on Schedule 7.3(d) on A hereto under the Closing Dateheading "Warrant Shares"; (v) the charter evidence that each Certificate of Designations has been filed and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day become effective on or prior to the Closing by Date with the Secretaries Secretary of State of Tennessee Delaware, in form and Georgia, respectivelysubstance mutually agreed to by the parties; (vi) a certificatethe legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit F, executed by duly authorized officers of Parent such counsel and Merger Sub, certifying delivered to the satisfaction of the conditions set forth in Sections 7.3(a) and (b)Purchasers; (vii) a certificate of the Secretary of Parent certifying Registration Rights Agreement duly executed by the Company; (viii) duly executed Transfer Agent Instructions acknowledged by the Company's transfer agent; (ix) evidence that the Aisling Closing has occurred and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyexecuted transaction documents; and (viiix) any other documents reasonably requested by a certificate Purchaser or counsel to any Purchaser in connection with the Closing. (b) At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) (A) the purchase price set forth opposite such Purchaser's name on Schedule A hereto under the heading "Purchase Price", in United States dollars and in immediately available funds, by wire transfer to Olympus Securities, LLC, as Escrow Agent pursuant to the Escrow Agreement attached hereto as Exhibit H, which funds are to be distributed in accordance with such Escrow Agreement, and (B) in the case of a Purchaser made a party hereto by virtue of a Supplemental Purchase Agreement in accordance with Section 4.18 hereof, evidence of satisfaction of existing indebtedness of the Secretary of Merger Sub certifying and attaching copies of Company in an amount equal to such Purchaser's purchase price as may be reasonably requested by the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving Company; and (ii) the execution and delivery of this Registration Rights Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyduly executed by such Purchaser.

Closing Deliveries. Parent (a) At the Closing, each Stockholder shall deliver to NII and FMTTM the certificates (each a "Certificate") representing all of its issued and outstanding Company Capital Stock (which in the aggregate with all of the Certificates delivered by all of the Stockholders shall represent all of the issued and outstanding Company Capital Stock), duly endorsed in blank by such Stockholder, or accompanied by blank stock powers duly executed by such Stockholder and with all necessary transfer tax and other revenue stamps, acquired at such Stockholder's expense, affixed and canceled. Each Stockholder shall promptly cure any deficiencies with respect to the endorsement of any of its Certificates or other documents of conveyance with respect to the stock powers accompanying such Certificates. (b) At the Closing, NII and FMTTM shall deliver to each holder of Company Capital Stock the cash portion of the Initial Merger Sub must Consideration payable to such holder at the Closing by wire transfer of immediately available funds and, provided that the Company shall have caused delivered instructions to NII as to the following documents allocation of the shares of NII Common Stock that constitute part of the Initial Merger Consideration among the Stockholders at least two business days in advance of the Closing, certificates (bearing appropriate restrictive legends reflecting the transfer restrictions contemplated under this Agreement) for such shares representing the number of shares of NII Common Stock payable to such holder at the Closing (and if such instructions are not delivered to NII within such time, NII shall deliver evidence to the Stockholders at Closing that NII has irrevocably instructed its transfer agent to deliver such shares to the Stockholders) less the amount of Initial Merger Consideration included in the Escrow Amount for each such holder. At the Contingent Payment Date, if the Contingent Merger Consideration is payable, NII and FMTTM shall deliver to each recipient of Initial Merger Consideration or their successors or assigns the cash portion of the Contingent Merger Consideration payable to such Person on the Contingent Payment Date by wire transfer of immediately available funds and, provided that the Company shall have delivered instructions to NII as to the allocation of the shares of NII Common Stock that constitute part of the Initial Merger Consideration among the Stockholders at least two business days in advance of the Contingent Payment Date, certificates representing the number of shares of NII Common Stock payable to such holder at the Contingent Payment Date (and if such instructions are not delivered to NII within such time, NII shall deliver evidence to the Stockholders at the Contingent Payment Date that NII has irrevocably instructed its transfer agent to deliver such shares to the Stockholders). (c) In the event any Certificates shall have been lost, stolen or destroyed, NII and FMTTM shall cause payment of Merger Consideration to be delivered (made in exchange for such lost, stolen or tendered subject only destroyed certificates, upon the execution of an affidavit of that fact and agreement to Closing) indemnify the Company, NII and FMTTM for any claim that may be made against the Company, NII or FMTTM with respect to Company:the Certificates alleged to have been lost, stolen or destroyed, which indemnity shall be in such form as approved by NII and FMTTM. (id) the Escrow Agreement, executed by Parent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying Notwithstanding anything to the incumbency contrary in this Section 1.11, no party hereto shall be liable to a holder of the officers shares of Parent executing this Agreement and Company Capital Stock for any other document relating amount paid to the transactions contemplated hereby; and (viii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Subpublic official pursuant to any applicable abandoned property, certifying and attaching all requisite resolutions escheat or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebysimilar law.

Closing Deliveries. Parent (a) The Company will deliver, or cause to be delivered, to the Investor on the Closing Date: (i) a copy of the Amended and Merger Sub must have caused Restated Certificate of Incorporation, certified as of the following documents date of the Closing by the Secretary of State of the State of Delaware; (ii) a copy of the Amended and Restated Bylaws, duly adopted by the Board of Directors; (iii) a certificate or certificates representing the Common Shares to be issued to the Investor and/or one or more Affiliates of the Investor at the Closing hereunder; (iv) evidence reasonably acceptable to the Investor of the constitution of the Board of Directors (effective as of the Closing) as provided in Section 6.10 hereof; (v) good standing certificates (or equivalents thereof) for each of the Company and the Partnership, each issued by the Secretary of State of the State of Delaware and of such other applicable jurisdictions where the Company or the Partnership, as applicable, is qualified or licensed to do business or own, lease or operate property making such qualification or licensing necessary, and dated as of a date within three (3) Business Days prior to the Closing Date; (vi) the certificate required to be delivered pursuant to Section 7.3(c) hereof; (vii) an executed cross-receipt for the Cash Amount, the Investor Notes and the Investor Waiver; (viii) a certified copy of the Confirmation Order; (ix) a certified copy of the docket in the Bankruptcy Case evidencing that, as of the Closing Date, the Confirmation Order has not been stayed, revised or tendered subject only vacated, or modified in a manner which is inconsistent with the terms of this Agreement; (x) evidence reasonably acceptable to Closingthe Investor of the issuance of the Partnership Interests to be issued to the Investor and/or one or more Affiliates of the Investor at the Closing hereunder; (xi) a counterpart of the Services Agreement, duly executed by the Company, the Partnership and ▇▇▇▇▇ Atlantic City Associates, a New Jersey general partnership; (xii) an executed assignment of the Existing Trademark License Agreement to the Partnership and a counterpart of the Amended Trademark License Agreement, duly executed by the Company and the Partnership; (xiii) a counterpart of the Amended Exchange Rights Agreement, duly executed by the Company, the Partnership and each other party thereto (other than the Investor and TCI); (xiv) a counterpart of the Amended Partnership Agreement, duly executed by the Company, the Partnership and Merger Sub; (xv) a counterpart of the Right of First Offer Agreement, duly executed by the Company and the Partnership; (xvi) a counterpart of the Voting Agreement, duly executed by the Company; (xvii) a counterpart of the Warrant, duly executed by the Company; (xviii) a counterpart of the Miss Universe Assignment Agreement, duly executed by the Partnership; (xix) a counterpart of the World's Fair Assignment Agreement, duly executed by TPA, the Company and the Partnership; (xx) an executed assignment of the Existing Trademark Security Agreement to the Partnership and a counterpart of the Amended Trademark Security Agreement, duly executed by the Partnership; (xxi) a table (the "Capitalization Table") containing the complete pro forma capitalization of the Company and the Partnership at the Closing (after giving effect thereto), which Capitalization Table shall be consistent with the Term Sheet; and (xxii) such other previously undelivered documents reasonably requested by the Investor to be delivered by the Company and/or the Partnership to the Investor at or prior to the Closing in connection with this Agreement or the other Transaction Documents to which the Company or the Partnership is a party. (b) The Investor will deliver, or cause to be delivered, to the Company (for itself and, as applicable, on behalf of the Partnership) on the Closing Date: (i) the Escrow AgreementCash Amount, executed by Parentthe Investor Notes and the Investor Waiver in accordance with Section 2.3(b) hereof; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parentcertificate required to be delivered pursuant to Section 7.2(c) hereof; (iii) an executed cross receipt with respect to the Registration Rights AgreementCommon Shares, attached hereto Partnership Interests and Warrant to be issued to the Investor and/or one or more Affiliates of the Investor (as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholdersapplicable) at the Closing hereunder; (iv) offer letters in substantially a counterpart of the form of Exhibit E attached heretoServices Agreement, completed appropriately and duly executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing DateInvestor; (v) a counterpart of the charter and all amendments thereto of Parent and Merger SubAmended Trademark License Agreement, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing executed by the Secretaries of State of Tennessee and Georgia, respectivelyInvestor; (vi) a certificate, dated as counterpart of the Closing DateAmended Exchange Rights Agreement, duly executed by duly authorized officers of Parent the Investor and Merger Sub, certifying TCI (to the satisfaction of extent that the conditions set forth in Sections 7.3(a) and (bInvestor is then the sole shareholder thereof); (vii) a certificate counterpart of the Secretary of Parent certifying Amended Partnership Agreement, duly executed by the Investor and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying TCI (to the incumbency of extent that the officers of Parent executing this Agreement and any other document relating to Investor is then the transactions contemplated hereby; andsole shareholder thereof); (viii) a certificate counterpart of the Secretary Right of Merger Sub certifying and attaching copies First Offer Agreement, duly executed by the ▇▇▇▇▇ Organization; (ix) a counterpart of the bylaws Voting Agreement, duly executed by the Investor and/or any of Merger Subthe Investor's controlled Affiliates that are parties thereto; (x) a counterpart of the Miss Universe Assignment Agreement, certifying duly executed by the Investor and attaching all requisite resolutions TPI; (xi) a counterpart of the World's Fair Assignment Agreement, duly executed by the Investor and/or any of the Investor's controlled Affiliates that are parties thereto; (xii) a counterpart of the Amended Trademark Security Agreement, duly executed by the Investor; and (xiii) such other previously undelivered documents reasonably requested by the Company to be delivered by the Investor to the Company at or actions of Merger Sub’s board of directors and stockholders approving prior to the execution and delivery of Closing in connection with this Agreement and or the consummation of other Transaction Documents to which the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyInvestor is a party.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the Closing, the Buyer shall deliver, the following documents to be delivered (or tendered subject only to Closing) to Companydocuments: (i) an Assignment and Assumption of Interests substantially in the Escrow Agreement, executed by Parent;form of Exhibit A hereto; and (ii) amendments to the Exchange Agent Agreement executed by limited liability company agreement and articles of organization for City Center LLC reflecting the Exchange Agent and Parent;assignment of membership Interests. (iii) such other assignments, instruments of transfer, and other documents as the Registration Rights AgreementSeller may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by the Buyer with the covenants, attached hereto as Exhibit Dagreements, representations and warranties made by it hereunder, in each case, duly executed by Parent and all other Persons party thereto except Company Shareholdersthe Buyer; (iv) offer letters in substantially a duly executed and sworn Secretary's Certificate from the form Buyer (or the managing general partner or the administrative member of Exhibit E attached heretothe Buyer, completed appropriately where appropriate) certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and executed by Parent the consummation of all of the transactions contemplated hereby and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Datethat such authorization has not been revoked, modified or amended; (v) an executed and acknowledged Incumbency Certificate from the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than Buyer (or the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as managing general partner or administrative member of the Closing DateBuyer, executed by duly authorized where appropriate) certifying the authority of the officers of Parent and Merger Sub, certifying the satisfaction Buyer (or the general partner of the conditions set forth in Sections 7.3(aBuyer, where appropriate) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of to execute this Agreement and the other documents delivered by the Buyer to the Seller at the Closing; (vi0 such other proof as Seller may reasonably request from time to time to evidence the authority of the Buyer and its officers and directors to execute all documents being delivered hereunder and consummate the transactions contemplated hereby; (vii0 all consents, approvals or waivers listed on Schedule J on terms satisfactory to the Sellers; (viii0 all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated herebyby this Agreement, as prepared, determined and certifying apportioned by Sellers and duly executed by the Buyer; (ix0 any forms or affidavits required to be filed with respect to the incumbency transfer of the officers of Parent executing this Agreement and any other document relating Interests; (x0 a closing statement prepared by Seller in accordance with the terms hereof (such delivery may be waived by Seller as to the transactions contemplated herebycondition precedent benefitting it); and (xi0 with respect to the NY Life Loan being assumed or taken subject to by Buyer at Closing: (A) such documents as the holder of such NY Life Loan shall require in connection with the assumption or retention of such NY Life Loan by the Buyer, including, without limitation, replacement guaranties, letters of credit or other credit support to the extent such credit support has been provided by the Seller or their affiliates; (B) letters of credit necessary in order to obtain the return of any letters of credit provided with respect to the NY Life Loan currently being held by or for the benefit of the Third Party lender; and (viiiC) a certificate releases in the form of Exhibit D, executed by the holders of the Secretary of Merger Sub certifying NY Life Loan being assumed by the Buyer at that Closing, releasing Seller and attaching copies its affiliates, officers, directors and agents from all liability which may accrue or arise from and after the applicable Closing Date with respect to the NY Life Loan or under any of the bylaws Loan Documents (including all guaranties, indemnities and letters of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving credit provided by the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebySellers).

Closing Deliveries. Parent and Merger Sub must have caused (a) At the following documents Closing, the Borrower shall deliver or cause to be delivered to each Lender the following, appropriately dated (or tendered subject only to Closing) to Company:the "BORROWER DELIVERABLES"): (i) a Note, in the Escrow Agreementaggregate principal amount of the Loan Amount indicated below such Lender's name on its signature page of this Agreement under the heading "Loan Amount", executed by Parentregistered in the name of such Lender; (ii) the Exchange Agent Agreement a Warrant, duly executed by the Exchange Agent Borrower and Parentregistered in the name of such Lender, pursuant to which such Lender shall have the right to acquire the number of shares of Common Stock indicated below such Lender's name on its signature page of this Agreement under the heading "Warrant Shares"; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, duly executed by Parent and all other Persons party thereto except Company Shareholdersthe Borrower; (iv) offer letters in substantially the form of Exhibit E attached heretoa letter agreement, completed appropriately and duly executed by Parent ▇▇▇▇▇ ▇▇▇▇, Chief Executive Officer of the Borrower, in his individual capacity, and accepted and agreed to be delivered by Parent the Borrower (as amended, supplemented or otherwise modified from time to each Company employee set forth on Schedule 7.3(d) on time, the Closing Date"SHAREHOLDER AGREEMENT"); (v) the charter and all amendments thereto evidence of Parent and Merger Subproper applications made to, and a certificate approvals received from, each Trading Market with respect to the trading of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectivelyUnderlying Securities thereon; (vi) a certificatethe legal opinion of Borrower Counsel, dated as of in agreed form, addressed to the Closing Date, executed by duly authorized officers of Parent Administrative Agent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b);such Lender; and (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating reasonably requested by the Administrative Agent or such Lender. (b) At the Closing, each Lender shall deliver or cause to be delivered to the transactions contemplated herebyBorrower the following: (i) the Loan Amount indicated below such Lender's name on the signature page of this Agreement, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Borrower for such purpose; and (viiiii) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger SubRegistration Rights Agreement, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyduly executed by such Lender.

Closing Deliveries. Parent and Merger Sub must have caused (a) At the Closing, Transferor will deliver, or cause to be delivered, to Transferee the following documents to be delivered (or tendered subject only to Closing) to Companyitems: (i) possession of the Escrow Agreement, executed by ParentTransferred Assets; (ii) an original of each of the Exchange Agent Agreement Deeds, duly executed and acknowledged by the Exchange Agent Transferor and Parentin recordable form; (iii) an original of the Registration Rights Agreement, attached hereto as Exhibit D, Asset Transfer Agreement duly executed by Parent and all other Persons party thereto except Company ShareholdersTransferor; (iv) offer letters in substantially an original of the form of Exhibit E attached hereto, completed appropriately and Assumption Agreement duly executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing DateTransferor; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing an original of each Assignment of Parent Easements and Merger Sub, in each case Rights of Way duly certified as of dated not earlier than the tenth Business Day prior to Closing executed by the Secretaries of State of Tennessee and Georgia, respectivelyTransferor; (vi) a certificate, dated as an original of the Closing Date, each Assignment of Real Property Leases duly executed by duly authorized officers of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(a) and (b)Transferor; (vii) a certificate an original of the Secretary Assignment of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyContracts duly executed by Transferor; and (viii) a certificate such other documents as are contemplated by this Agreement or as the Transferee may reasonably request to carry out the purposes of this Agreement. (b) At the Closing, Transferee will deliver, or cause to be delivered, to Transferor the following items: (i) an original of the Secretary of Merger Sub certifying and attaching copies Asset Transfer Agreement duly executed by Transferee; (ii) an original of the bylaws Assumption Agreement duly executed by Transferee; (iii) an original of Merger Sub, certifying each Assignment of Easements and attaching all requisite resolutions or actions Rights of Merger Sub’s board Way duly executed by Transferee; (iv) an original of directors and stockholders approving each Assignment of Real Property Leases duly executed by Transferee; (v) an original of the execution and delivery Assignment of Contracts duly executed by Transferee; and (vi) such other documents as are contemplated by this Agreement and or as the consummation of the transactions contemplated herebyTransferor may reasonably request, and certifying including vehicle titles, to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to consummate the transactions contemplated hereby.

Closing Deliveries. Parent and Merger Sub must have caused the following documents (i) Seller shall deliver or cause to be executed and delivered at or before the time of Closing the following: (or tendered A) a Massachusetts quitclaim deed from WC Seller in the form annexed as Exhibit G-1 and a Massachusetts quitclaim deed from WCE Seller in the form annexed as Exhibit G-2, in the name of Purchaser, conveying fee simple title to the Property subject only to Permitted Exceptions (collectively, the "Deed"); (B) an assignment and assumption of the Leases, Security Deposits and Service Contracts in the form annexed as Exhibit H hereto and made a part hereof (the "Assignment of Leases") from each of WC Seller and WCE Seller; (C) a general instrument of transfer and ▇▇▇▇ of sale, conveying to Purchaser all right, title and interest of Seller in and to all of the personal property, if any, owned by Seller in connection with the Property, and any intangible property forming part of the Property, in the form annexed as Exhibit I hereto and made a part hereof, from each of WC Seller and WCE Seller; (D) an affidavit by each of WC Seller and WCE Seller stating that it is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder; (E) an Information for Real Estate 1099-S Report Filing Form from each of WC Seller and WCE Seller; (F) a notice to the Tenants advising that Seller's interest in the Property has been conveyed to Purchaser and instructing that all rent and additional rent thereafter payable under its respective Lease shall be paid to Purchaser; such notice to be in form as reasonably acceptable to Seller and Purchaser; (G) each of the following, within ten (10) business days after the Closing) to Company: : (i) the Escrow Agreement, executed by Parent; a copy of all Tenant Lease files in Seller's possession or control; (ii) the Exchange Agent Agreement original fully executed Leases, or if unavailable, photocopies thereof certified by Seller as true, correct and complete photocopies thereof; and (iii) all keys to the Exchange Agent and ParentProperty in the possession of Seller; (iiiH) such title affidavits, resolutions and certificates as the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Title Company Shareholders; (iv) offer letters may reasonably require in substantially order to insure title to the Property in Purchaser in the form of Exhibit E attached hereto, completed appropriately and executed by Parent and required to be delivered by Parent Seller under this Agreement; (I) any required transfer forms and certifications as may be reasonably necessary for compliance with Federal or Massachusetts tax laws or regulations; (J) a counterpart original of the settlement statement, in form and substance reasonably acceptable to each Company employee Seller and Purchaser; (K) Estoppel certificates in favor of Purchaser executed by ▇▇▇▇'▇, ▇▇▇▇▇▇ Liquors, Petco, Planet Fitness, Dress Barn, Santander and The Paper Store, Firestone and Jimmy's Alehouse (the "Major Tenants") and tenants (the "Other Tenants") occupying in the aggregate, together with the Major Tenants, eighty-five percent (85%) of the leased area of the Property (the Major Tenants and the Other Tenants, collectively, the "Required Tenants"), in form (except for Petco) substantially similar to the form annexed hereto as Exhibit J-1 (or in such other form as may be prescribed under the respective Lease with such Tenant or on such Tenant's standard company form) not containing any deviation from the information set forth in the Rent Roll (except as to any lease term stated by the Tenant to be not more than six (6) months longer than the term for such tenant set forth on Schedule 7.3(dthe Rent Roll), not alleging any default by Seller as land lord or the tenant under its Lease and otherwise not containing any deviation (except as to any lease term stated by the Tenant to be not more than six (6) months longer than the term for such tenant set forth on the Rent Roll), from the information set forth in the Leases delivered to Purchaser (the foregoing, the "Required Estoppels"). The estoppel certificate for Petco shall be in form substantially similar to the form annexed hereto as Exhibit J-2 (or in such other form as may be prescribed under the Petco Lease or on Petco's standard company form, provided that such estoppel need not certify that Seller has completed all landlord’s work or paid or provided all allowances or concessions or that Petco has accepted possession of its premises). After the Effective Date, Seller shall request such estoppel certificates and guaranty estoppel certificates to the extent any of the Leases contain a guaranty and pursue same in good faith. If Seller is unable to obtain the Required Estoppels by the Closing Date; , then the Closing Date shall be adjourned for a period not to exceed thirty (v30) days, to enable Seller to obtain the charter and all amendments thereto Required Estoppels; if the Required Estoppels have not been obtained after the expiration of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as such adjournment of the Closing Date, executed then such failure shall not constitute a default of Seller under this Agreement, but in such event Purchaser shall have the right to terminate this Agreement by duly authorized officers delivering written notice of Parent termination to Seller no later than five (5) days after the Closing Date (as may have been extended by Seller), in which event Escrow Agent shall disburse the Deposit to Purchaser and Merger Subeach party shall be released from any further liability hereunder, certifying except for liability which expressly survives the satisfaction termination of this Agreement. In no event shall any estoppel certificate be rejected on the basis of the conditions Tenant or the landlord inserting any "best of knowledge" or "knowledge" or similar limitation. Any estoppel not objected to by Purchaser within three (3) business days after delivery thereof to Purchaser shall be deemed satisfactory and counted towards the Required Estoppels. Notwithstanding the foregoing, if one or more of the Required Estoppels from the Other Tenants is not delivered on or before Closing, Seller shall have the right to deliver a Seller estoppel certificate for such Other Tenants in lieu of the tenant estoppel for such Other Tenants; provided, however, that Seller shall not have the right to deliver a Seller estoppel certificate for Other Tenants occupying more than five percent (5%) of the leased area of the Property. Seller's liability for a breach of the certifications set forth in Sections 7.3(aany and all Seller's estoppel certificates shall be subject to all of the same terms, conditions and limitations of liability (and one and the same aggregate dollar limitation of liability) as Seller's liability for a breach of Seller's representations and warranties set forth in Section 6(d). Seller shall have the right at any time within six (b6) months after the Closing to cause any Tenant for whom Seller shall have delivered a Seller estoppel certificate to deliver a Tenant estoppel certificate complying with this section, in which event Seller shall be released from further liability under Seller's estoppel certificate for such Tenant. (L) The Petco Escrow Agreement (as defined in Article 17); (viiM) An indemnity agreement executed by Acadia Strategic Opportunity Fund III LLC in the form of Exhibit L attached hereto and made a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebypart hereof; and (viiiN) such other documents or instruments as may be reasonably required in order to effectuate the Closing. (ii) Purchaser shall deliver or cause to be executed and delivered at or before the time of Closing the following: (A) the balance of the Purchase Price payable under Section 2, which shall be delivered to Escrow Agent; (B) the Assignment of Leases for WC and WCE; (C) such title affidavits, resolutions and certificates as the Title Company may reasonably require of Purchaser; (D) any required transfer forms and certifications as may be reasonably necessary for compliance with Federal or Massachusetts tax laws or regulations; (E) a certificate counterpart original of the Secretary of Merger Sub certifying settlement statement, inform and attaching copies of substance reasonably acceptable to Seller and Purchaser; (F) The Petco Escrow Agreement; and (G) such other documents or instruments as may be reasonably required in order to effectuate the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the transactions contemplated herebyClosing.

Closing Deliveries. Parent and Merger Sub must Seller and/or the Owners, as applicable, shall have caused delivered to PRGI each of the following documents following, together with any additional items which PRGI may reasonably request to be delivered (or tendered subject only to Closing) to Companyeffect the transactions contemplated herein: (ia) all stock certificates (with appropriate stock powers executed in blank with signatures guaranteed by a medallion level national bank or member firm of the Escrow Agreement, executed by ParentNew York Stock Exchange) evidencing ownership of all of the Purchased Shares shall be delivered to PRGI; (iib) a certified copy of the Exchange Agent corporate resolutions of the Board of Directors of Seller and the Owners authorizing the transactions contemplated herein and the execution, delivery and performance of the RCI Agreement, this Agreement executed by and the Exchange Agent and Parentother Seller Transaction Documents, together with an incumbency certificate with respect to officers of Seller executing documents or instruments on behalf of Seller; (iiic) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholdersintentionally omitted; (ivd) offer letters written resignations of all persons from all offices, directorships, or other management positions with Seller; (e) the Noncompetition and Nonsolicitation Agreements, duly executed by each Owner; (f) written Seller Consents from all parties, whose consent to the transactions contemplated herein is required; (g) the Cash Flow Statement and statement of Interim Period Reimbursable Liabilities; (h) a general release in substantially the form of Exhibit E 4.6(h) attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) Owner on the Closing Date; (vi) the charter corporate minute books, seals and all amendments thereto stock transfer books of Parent Seller and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly its predecessors (if any) certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries corporate secretary of State of Tennessee Seller (in form and Georgiasubstance acceptable to PRGI) as true, respectivelycorrect and complete; (vij) a certificate, dated as an opinion of counsel to Seller substantially in the Closing Date, executed by duly authorized officers form of Parent and Merger Sub, certifying the satisfaction of the conditions set forth in Sections 7.3(aExhibit 4.6(j) and (b)attached hereto; (viik) Closing Escrow Agreement duly executed by Seller, Owners and the Representative; (l) the Lock-up Agreements, duly executed by each Owner and the Representative; (m) the Indemnity Escrow Agreement, duly executed by Owners and the Representative, as nominee and attorney-in-fact of the Owners, together with blank stock powers, duly executed by the Representative with medallion level signature guarantee; (n) intentionally omitted; (o) if applicable, the spousal consents referred to in the RCI Agreement duly executed by the spouses of the Owners, as appropriate; (p) if applicable, Forms UCC-3, duly executed by each secured lender of Seller releasing all liens on the assets of Seller; (q) a certificate of Closing Statement duly executed by the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the transactions contemplated herebyOwners; and (viiir) a certificate of the Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Merger Sub executing this Agreement and any other document relating documents or agreements contemplated hereby and/or necessary or appropriate to consummate the transactions contemplated hereby.